Common use of Request for Increase Clause in Contracts

Request for Increase. The Borrower may, from time to time, request by notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the 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 in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (or 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 Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower may, from At any time to time, request by notice prior to the Administrative Agent (x) one or more increases then applicable Maturity Date, the Borrower shall have the right to increase the aggregate amount of the Facilities to an amount not exceeding $2,500,000,000 by requesting an increase in the Aggregate Revolving Credit Facility Commitments (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Term A-1 Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such increase, an “Incremental Term LoanA-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”), requesting an increase in the Term A-3 Facility (each such increase, an “Incremental Term A-3 Increase”), or adding one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term LoanLoan Facility and each Incremental Revolving Increase, each Revolving Credit Incremental Term A-1 Increase, Incremental A-2 Increase and each Term Loan Increase, collectively, Incremental A-3 Increase are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; no Default has occurred and is continuing, (ii) any such request for an Incremental Increase shall each 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 a lesser amount in such other amounts as are agreed to by the event such amount represents all remaining availability under this SectionParent Borrower and the Administrative Agent); , (iii) no the maturity date of any Incremental Revolving Credit Increase shall (A) increase be no earlier than the Letter Revolving Maturity Date in effect at such time, the maturity date of Credit Sublimit without any Incremental Term A-1 Increase, any Incremental Term A-2 Increase, any Incremental Term A-3 Increase and any Incremental Term Loan Facility shall be no earlier than the consent of each L/C Issuer (orTerm A-1 Maturity Date, if such increase applies only to certain L/C Issuers pursuant to their agreementTerm A-2 Maturity Date or Term A-3 Maturity Date, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; as applicable, (iv) no except in the case of an Incremental Term Loan Facility, each such Incremental Facility shall mature earlier than be on the Maturity Date for same terms as the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; being increased and (v) each Incremental Term Loan shall the conditions to the making of a Credit Extension set forth in Section 4.02 (A) rank pari passu in right of payment, prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under other than 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 (B4.02(c)) shall have an Applicable Rate be satisfied or pricing grid as determined by waived. At the Lenders providing time of sending such Incremental Term Loans and notice, the Borrower; Parent Borrower (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to in consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender, the applicable Lenders providing such Term Loan Increase A-1 Lender, Term A-2 Lender or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing LendersA-3 Lender, as reasonably determined by the Administrative Agentapplicable, then that is requested to respond (which shall constitute a reasonable basis for the Administrative Agent not to in no event be satisfied with such terms); less than ten (vii10) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) Business Days from the date of delivery of such notice to the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(iiapplicable Lenders).

Request for Increase. The Upon written notice to the Administrative Agent, the Borrower may, may from time to time, request by notice to the Administrative Agent (x) one or more increases an increase in the aggregate amount of the Facilities to an amount not exceeding $1,325,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Facility Commitment (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Term Loan Facility (eacheach such increase, a an “Incremental Term Loan Increase”) or establishing a new (zor increasing an existing) one or more tranche of pari passu term loan tranches to be made available to the Borrower loans (each, each an “Incremental Term LoanAdditional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan, each Revolving Credit Loan Increase and each Term Loan Increase, collectively, are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 (or a any lesser amount in the event if such amount represents all remaining availability under this Sectionthe aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree); , (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Class of the Facilities being increased, and (iii) no Revolving Credit Increase all incremental commitments and loans provided as part of an Additional TL Tranche shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 be on terms agreed to be paid after by the Term Loans by Borrower and the Lenders providing such Incremental Additional TL Tranche; provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of any then existing Term Loan) Facility and (By) 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 have an Applicable Rate or pricing grid as determined by be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Incremental Term Loans 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 Borrowerrequested increase; provided that (vix) except as provided aboveany Lender offered or approached to provide all or a portion of the requested increase may elect or decline, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loanin its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Lender without the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to written consent of the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Letter of Credit Issuers and the Swing Line Lender, in each case, if required pursuant to Section 12.6(b) and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by in consultation with the Administrative Agent, then that ) shall constitute a reasonable basis for specify the Administrative Agent not time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) less than ten Business Days from the date of the Term Borrowing made after the Closing Date pursuant delivery of such notice to Section 2.01(a)(iisuch Lenders).

Request for Increase. The Borrower mayProvided there exists no Default, from time to time, request by upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may, from time to time on up to three occasions, request (x) one or more increases an increase in the Aggregate Revolving Credit Facility Commitments (each, a an “Incremental Revolving Credit IncreaseCommitment”), (y) one or more increases in the Term Facility establishment of term loan commitments hereunder under a new term loan credit facility (each, a the “Incremental Term Loan IncreaseFacility”; and, the term loan commitments under the Incremental Term Loan Facility, the “Incremental Term Loan Commitment”) or (z) one or more term loan tranches to be made available after the initial establishment of Incremental Term Loan Facility hereunder, an increase to the Borrower (each, an “Incremental Term Loan”; Loan Commitments (each such increase under this clause (z), a “Term Loan Commitment Increase” and, together with any Incremental Revolving Commitments and the initial establishment of Incremental Term LoanLoan Commitments under the Incremental Term Loan Facility, each Revolving a “Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”), by an amount not exceeding $500,000,000 in the aggregate for all such Credit Increases; provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental a Credit Increase shall be in a minimum amount of $25,000,000 50,000,000, (or a lesser amount in ii) the event final stated maturity date of such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no Incremental Term Loan Facility shall mature not be earlier than the Maturity Date for and (iii) the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity terms and provisions of the Term Facility; (v) each Incremental Term Loan Facility shall (A) rank pari passu in right of paymentbe the same as the Revolving Facility, prepaymentprovided that the amortization schedule, 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase maturity dates may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period different than those terms with respect to the Term Facility and Revolving Facility. At the time of sending such notice, the Company (Bin consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(iiRevolving Lenders).

Request for Increase. The Borrower mayProvided that no Default or Event of Default exists or would result therefrom (or, from time in the case of any Incremental Term Facility, the proceeds of which will be used to timefinance a Limited Condition Acquisition, request provided that no Default or Event of Default under Section 9.01(a), (f) or (g) exists or would result therefrom), upon at least ten (10) Business Days’ (or such shorter period agreed to by the Administrative Agent in its sole discretion) notice to the Administrative Agent (xwhich shall promptly notify the Lenders), the Company may from time to time prior to the Maturity Date, request (A) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more new tranches of term loan tranches to be made available to the Borrower facilities (eachany such new tranche, an “Incremental Term LoanFacility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in the aggregate amount of the Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; each the Additional Revolving Loans with the Incremental Term Loan, each Revolving Credit Increase and each Term Loan IncreaseLoans, collectively, referred to as the “Incremental IncreasesLoans”; and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all Incremental Commitments, in aggregate total principal amount not to exceed (1) the sum of (x) $150,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) above plus (z) all voluntary prepayments of any then-existing Incremental Term Facility and commitment reductions under the Revolving Credit Facility, as applicable, prior to the date of such incurrence, but not to exceed $150,000,000 in the aggregate under this clause (1), plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Consolidated Senior Secured Net Leverage Ratio is not greater than 3.25 to 1.00; provided that (i) the principal any such request for an Incremental Term Facility shall be in a minimum amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed of $200,000,00025,000,000); (ii) any such request for an Incremental Increase Additional Revolving Commitment shall be in a minimum amount of $25,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section)5,000,000; (iii) no Revolving Credit Increase the Incremental Commitments shall (A) increase be provided by one or more Eligible Assignees acceptable to the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line LenderCompany; and (iv) no Incremental Term Loan Lender shall mature earlier than the Maturity Date for the Term Facility then in effect be required to provide any or have a shorter weighted average life to maturity than the remaining weighted average life to maturity all of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)Commitments.

Request for Increase. The Upon written notice to the Administrative Agent, the Borrower may, may from time to time, request by notice to the Administrative Agent (x) one or more increases an increase in the aggregate amount of the Facilities to an amount not exceeding $1,675,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Facility Commitment (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Term Loan Facility (eacheach such increase, a an “Incremental Term Loan Increase”) or establishing a new (zor increasing an existing) one or more tranche of pari passu term loan tranches to be made available to the Borrower loans (each, each an “Incremental Term LoanAdditional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan, each Revolving Credit Loan Increase and each Term Loan Increase, collectively, are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 (or a any lesser amount in the event if such amount represents all remaining availability under this Sectionthe aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree); , (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Class of and, if applicable, the Tranche of, the Facilities being increased, and (iii) no Revolving Credit Increase all incremental commitments and loans provided as part of an Additional TL Tranche shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 be on terms agreed to be paid after by the Term Loans by Borrower and the Lenders providing such Incremental Term LoanAdditional TL Tranche; provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of any then existing Facility and (By) 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 have an Applicable Rate or pricing grid as determined by be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Incremental Term Loans 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 Borrowerrequested increase; provided that (vix) except as provided aboveany Lender offered or approached to provide all or a portion of the requested increase may elect or decline, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loanin its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Lender without the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to written consent of the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Letter of Credit Issuers and the Swing Line Lender, in each case, if required pursuant to Section 12.6(b) and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by in consultation with the Administrative Agent, then that ) shall constitute a reasonable basis for specify the Administrative Agent not time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) less than ten Business Days from the date of the Term Borrowing made after the Closing Date pursuant delivery of such notice to Section 2.01(a)(iisuch Lenders).

Request for Increase. The Borrower mayAt any time prior to the applicable Maturity Date, from time to time, request by upon written notice to the Administrative Agent (x) one or more increases by the Borrower, the Borrower shall have the right to request an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases aggregate amount of the Term Facilities to an amount not exceeding $1,500,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Term A-1 Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such increase, an “Incremental Term LoanA-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental Term Loan Facility”; each Incremental Term LoanLoan Facility, each Revolving Credit Incremental Term A-1 Increase and each Incremental Term Loan Increase, collectively, A-2 Increase are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; no Default has occurred and is continuing, (ii) any such request for an each Incremental Increase shall 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 a lesser amount in such other amounts as are agreed to by the event such amount represents all remaining availability under this SectionBorrower and the Administrative Agent); , (iii) no Revolving Credit Increase all Incremental Term A-1 Increases and Incremental Term A-2 Increases shall (A) increase be on the Letter of Credit Sublimit without same terms as the consent of each L/C Issuer (orFacility being increased, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no all incremental commitments and loans provided as part of an Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life shall, subject to maturity than the remaining weighted average life to maturity clause (i) of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu in right of paymentsecond proviso to Section 10.01, 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 be on terms agreed to be paid after by the Term Loans by Borrower and the Lenders providing such Incremental Term LoanLoan Facility, provided, that (x) the final maturity date of an Incremental Term Loan Facility may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (By) shall have an Applicable Rate or pricing grid as determined by if the Lenders providing terms of such Incremental Term Loans and Loan Facility (other than final maturity) are not the Borrower; (vi) except same as provided abovethe terms of the Term A-1 Facility, all other terms and conditions applicable to any the Term A-2 Facility or a then existing Incremental Term Loan Increase or Facility, such new Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, Loan Facility shall be on terms reasonably satisfactory acceptable to the Administrative Agent, and (v) the applicable Lenders providing conditions to the making of a Borrowing set forth in clause (e) of this Section 2.16 shall be satisfied or waived. At the time of sending notice to the Administrative Agent of the exercise of such Term Loan Increase or Incremental Term Loan and right, the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by in consultation with the Administrative Agent, then that ) shall constitute a reasonable basis for specify the Administrative Agent not time period within which each Lender is requested to respond (which shall in no event be satisfied with such terms); less than ten (vii10) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) Business Days from the date of delivery of such notice to the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(iiLenders).

Request for Increase. The Borrower may, 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 Agent, if it so agrees, or (ii) any other Person (other than an Affiliate of the Borrower) appointed by the Borrower after consultation with the Administrative Agent; provided that such Person may not be an Affiliate of the Borrower), the “Incremental Arranger”) (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (zy) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase Loan and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in Increase, when combined with the aggregate since principal amount of all Incremental Increases and incurrences of Permitted Pari Passu Notes, Permitted Pari Passu Loans and Permitted Junior Debt pursuant to Section 7.02(w)(A) after the Closing Date (including the then requested Incremental Increase) Restatement Effective Date, shall not exceed $200,000,000the Maximum Increase Amount as of such date (it being understood that the reclassification mechanics set forth in the definition of “Maximum Increase Amount” shall apply to Incremental Increases pursuant to this Section 2.13(a)); (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 10,000,000 (or 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 Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life Weighted Average Life to maturity Maturity than the remaining weighted average life Weighted Average Life to maturity Maturity of the Facility or any other Incremental Term FacilityLoan; (viv) 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(b2.03(b) pro rata with the Term Loans (unless agreed to be paid after the Loans and/or any other Incremental Term Loans by the Lenders providing such Incremental Term Loan) (and any Incremental Term Loans that are junior in right of payment and/or security shall have customary second lien, prepayment, standstill and other provisions, including any applicable intercreditor agreement, in each case reasonably acceptable to the Administrative Agent and the Borrower) and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; provided that, if the All-In Yield in respect of any Incremental Term Loan established on or prior to the date that is twelve months after the Restatement Effective Date exceeds the Applicable Rate then in effect for the Facility by more than 0.50% for each Type of Loan, then the Applicable Rate for the Facility shall be increased so that the Applicable Rate in respect of the Facility for each Type of Loan is equal to the Applicable Rate for the Incremental Term Loan for each Type of Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.13(a), in determining the Applicable Rate(s) applicable to each Incremental Term Loan and the Applicable Rate(s) for the Facility, (vi1) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under such Incremental Term Loan or the Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all LIBORinterest rate floors shall be included and (3) customary arrangement, commitment, structuring or underwriting fees payable to the Arrangers (or their respective affiliates) in connection with the Facility or to one or more Incremental Arrangers (or their affiliates) of any Incremental Term Loan shall be excluded; (v) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than not consistent with the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Incremental Arranger, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be materially more restrictive than the corresponding terms set forth 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 changes without the consent of any other person) or (3) consistent with the then-prevailing market convention, as determined in good faith by the Borrower) or (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 junior in right of payment, prepayment, voting and/or security, shall be guaranteed and secured pursuant to the Guaranty and the Collateral Documents (including an Intercreditor Agreement) on a pari passu basis with the other Obligations hereunder; and (viii) the applicable documentation (including amendments to this Agreement and the other Loan Documents) with respect to any Term Loan Increase or Incremental Term Loan shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)Borrower.

Request for Increase. The Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may, Representative on behalf of the Borrowers may from time to time, request by notice to the Administrative Agent (x) one or more increases an increase in the Revolving Credit Facility Commitments of any Class (eachthe “Accordion Provision”) by an aggregate amount (for all such requests) not exceeding Fifty Million Dollars ($50,000,000.00), which may be in the form of an increase (each such increase, a “Revolving Credit Facility Increase”) in the then existing Floor Plan Facility (each such increase, a “Floor Plan Increase”), (y) one or more increases in any Class of Commitments under the Mortgage Facility, the Term Facility Loan Facility, or the Delayed Draw Facility, or through the issuance of additional senior secured mortgage term loans of another tranche (eachcollectively, a “Term Loan IncreaseAdditional Mortgage Loans” and the respective commitments therefor “Additional Mortgage Commitments”) or senior secured term loans of another tranche (z) one or more term loan tranches to be made available to collectively, “Additional Term Loans”, and the Borrower (eachrespective commitments therefor, an “Incremental Additional Term LoanLoan Commitments”; each Incremental the Additional Term Loan, each Revolving Credit Increase Loans and each Term Loan Increasethe Additional Mortgage Loans, collectively, referred to as the “Incremental IncreasesAdditional Loans”, and the Additional Term Loan Commitments and the Additional Mortgage Commitments, collectively, the “Additional Commitments”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (iix) any such request for an Incremental a Facility Increase or Additional Commitments shall be in a minimum amount of Five Million Dollars ($25,000,000 5,000,000.00) (or a such lesser amount in as the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 LoanFacility Increase or Additional Commitments, as applicable, may agree in their sole discretion) and (By) shall 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 any request for a Delayed Draw Borrowing corresponding to any Term Loan a Facility Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, Delayed Draw Facility shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing in such Term Loan Increase or Incremental Term Loan minimum amount as required under Section 2.04. The Additional Commitments shall be deemed included in and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests part of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)Commitments.

Request for Increase. The If no Default or Event of Default shall have occurred and be continuing, Borrower maymay at any time prior to the applicable Maturity Date request (i) increases of the Revolving Commitment (any such increase, from time to timethe “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, request together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice (x) one or more increases 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 Credit Facility 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 Credit Increase”), (y) one Loan Lender” or more increases in the Term Facility (each, a “New Term Loan IncreaseLender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase and each New Term Loan IncreaseCommitments, collectivelyas applicable, referred be allocated and the amounts of such allocations (but no Lender is obligated to as the “Incremental Increases”accept such allocation); provided that (i) Borrower may, in its sole discretion, offer to any existing Lender the principal amount for opportunity to participate in all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) or a portion of any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (New Commitments and any such Lender approached to provide all or 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 Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent portion of the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then New Commitments may elect or decline, in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loanits sole discretion, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as provide a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)New Commitment.

Request for Increase. The Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower may, may from time to 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 notice to the Administrative Agent (x) one or more increases requesting an increase in the Revolving Credit Facility (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Closing Date Term Facility (eacheach such increase, a an “Incremental Term Loan Increase”) or establishing a new (zor increasing an existing) one or more tranche of pari passu term loan tranches to be made available to the Borrower loans (each, each an “Incremental Term LoanAdditional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan, each Revolving Credit Loan Increase and each Term Loan Increase, collectively, are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 (or a any lesser amount in the event if such amount represents all remaining availability under this Sectionthe aggregate limit in respect of the increases set forth above (or such lesser amount as 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. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Revolving Credit Increase Person approached shall (A) increase the Letter of Credit Sublimit become a Lender without the written consent of each L/C Issuer the Administrative Agent (orwhich consent shall not be unreasonably withheld), if such increase applies only consent would be required for such Person to certain be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 10.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase and the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (Bz) the Borrower shall have an Applicable Rate or pricing grid as determined by not be obligated to offer any existing Lender the Lenders providing such Incremental Term Loans and opportunity to provide any portion of a requested increase. At the Borrower; time of sending its notice, the Borrower (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to in consultation with the Administrative Agent, ) shall specify the applicable Lenders providing such Term Loan Increase or Incremental Term Loan time period within which each Lender and other Person approached ‑63‑ by the Borrower is requested to respond (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that which shall constitute a reasonable basis for the Administrative Agent not to in no event be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) less than ten Business Days from the date of the Term Borrowing made after the Closing Date pursuant delivery of such notice to Section 2.01(a)(iisuch Lenders).

Request for Increase. The Borrower may, may from time to time, request by notice to the Administrative Agent (x) one or more increases an increase in the amount of the Aggregate Revolving Credit Facility Commitments (each, a “Revolving Credit Increase”), ) or (y) an increase in the amount of the HTA-1 Term Loans, the HTA-2 Term Loans, the New DDTLs or New DDTL Commitments, the New 5.5-Year Term Loans, the HR-1 Term Loans, the HR-2 Term Loans, or one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more new term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, Loan and 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 in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; 1,000,000,000, (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or 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 Sublimit L/C Committed Amount without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit Availability without the consent of the Swing Line Lender; , (iv) no Incremental Term Loan that is a separate tranche shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; latest Termination Date, (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan of each Revolving Credit Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse is an increase to the material interests an existing tranche of Term Loans shall be identical to those of the existing LendersRevolving Credit Facility or such applicable Term Loan, as reasonably determined by the Administrative Agentapplicable, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); and (viivi) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents Guaranties on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The If no Default or Event of Default shall have occurred and be continuing, Borrower maymay at any time prior to the applicable Maturity Date request (i) increases of the Revolving Commitment (any such increase, from time to timethe “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, request together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative Agent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Lenders being requested); provided, however, that any such request pursuant to a Commitment Increase Notice (x) one or more increases 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 $100,000,000 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 Credit Facility 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 Administrative Agent (or such lesser period of time as may be agreed to by the Administrative Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Credit Increase”), (y) one Loan Lender” or more increases in the Term Facility (each, a “New Term Loan IncreaseLender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase and each New Term Loan IncreaseCommitments, collectivelyas applicable, referred be allocated and the amounts of such allocations (but no Lender is obligated to as the “Incremental Increases”accept such allocation); provided that (i) Borrower may, in its sole discretion, offer to any existing Lender the principal amount for opportunity to participate in all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) or a portion of any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (New Commitments and any such Lender approached to provide all or 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 Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent portion of the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then New Commitments may elect or decline, in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loanits sole discretion, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as provide a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)New Commitment.

Request for Increase. The Borrower Company may, from time to time, request by notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower Company (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 in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000500,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section)) and the Company may make a maximum of five such requests; (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu in right of payment, prepayment, prepayment and/or 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 (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the BorrowerCompany and (C) have a maturity date not earlier than the Maturity Date for the Term Facility; (viv) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower Company (it being understood that if any terms taken as a whole are adverse materially more favorable to the material interests of the existing Lendersapplicable Lenders providing such Term Loan Increase or 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 (viivi) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and terms of the other Collateral Documents Guaranty on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower mayProvided there exists no Default, from time to time, request by upon written notice to the Administrative Agent (x) one or more increases Agent, the Borrower may, at any time and from time to time after the Amendment Effective Date, request to increase the aggregate amount of the Facilities to an amount not exceeding $1,750,000,000 by requesting an increase in the Revolving Credit Facility (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such increase, an “Incremental Term LoanIncrease”) or establishing a new (or increasing an existing) tranche of pari passu term facility (each an “Incremental Term Loan Facility”; each Incremental Term Loan, each Revolving Credit Increase Loan Facility and each Term Loan Incremental Revolving Increase, collectively, and Incremental Term Increase are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all maturity date of any Incremental Revolving Increase shall be no earlier than the Revolving Maturity Date in effect at such time, the maturity date of any Incremental Increases in Term Increase and any Incremental Term Loan Facility shall be no earlier than the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; Term Loan Maturity Date, as applicable, (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (or a lesser amount except in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the Letter case of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no an Incremental Term Loan Facility, each such Incremental Facility shall mature earlier than be on the Maturity Date for same terms (including maturity date) as the Term Facility then in effect or have a shorter weighted average life to maturity than being increased, (iiiii ) the remaining weighted average life to maturity terms and conditions of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 Facility will be paid after the Term Loans determined by the Lenders providing Borrower and the lenders under such Incremental Term LoanLoan Facility and consented to by the Administrative Agent, such consent, subject to clause (iii) of the last proviso to Section 10.01, not to be unreasonably withheld, conditioned or delayed, and (iviii) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c) and (Bd)) shall have 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 Applicable Rate Incremental Revolving Increase, an Incremental Term Increase or pricing grid as determined by an Incremental Term Loan Facility, (ii) if it proposes an Incremental Term Loan Facility, the Lenders providing proposed terms thereof and (iii) the identity of each Lender and each Eligible Assignee that it has approached or proposes to approach to provide all or a portion of such Incremental Term Loans and the Borrower; Facility (vi) except as provided above, all other terms and conditions applicable subject in each case to any Term Loan Increase requisite consents required under Section 10.06). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or Incremental Term Loannot it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the extent more restrictive than the terms and conditions applicable facility offered to the Term Facility, it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Agent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests and each Lender of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not ’ responses to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations request made hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower At any time after the Closing Date, upon written notice to the Administrative Agent, the US Borrowers, or the Canadian Borrowers, as applicable, may, from time to time, request by notice (i) one or more incremental term loans, including a borrowing of an additional term loan, the principal amount of which will be added to the Administrative Agent tranche of Term Loan with the latest maturity date (xan “Incremental Term Loan”) or (ii) one or more increases in the Revolving Credit Facility Commitments (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Revolving Credit Facility Increase” and, together with the initial principal amount of the 92 146960219_6 165457743_4 Incremental Term LoanLoans, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (iA) the aggregate principal amount for all such Incremental Increases in the aggregate since and Incremental Equivalent Indebtedness incurred after the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; the sum of (ii1) any such request for an Incremental Increase shall be in a minimum amount the greater of $25,000,000 (or a lesser amount in 300,000,000 and Consolidated EBITDA as of the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase most recently ended four consecutive fiscal quarter period for which financial statements and the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers related Officer’s Compliance Certificate have been delivered pursuant to their agreement, such L/C IssuersSections 8.1(a) or (Bb) increase and 8.2(a) plus (2) an amount which, after giving pro forma effect to such Incremental Increase and/or Incremental Equivalent Indebtedness (assuming that the Swing Line Sublimit without entire Incremental Increase and/or Incremental Equivalent Indebtedness is funded on the consent effective date thereof and after giving effect to the use of proceeds thereof and any permanent repayment of Indebtedness in connection therewith) pursuant to this clause (2), would not cause the Consolidated Net Leverage Ratio, as of the Swing Line Lender; most recently ended four consecutive fiscal quarter period for which financial statements and the related Officer’s Compliance Certificate have been delivered pursuant to Sections 8.1(a) or (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 Loanb) and 8.2(a) (B) shall have an Applicable Rate or pricing grid as determined by in the Lenders providing such Incremental Term Loans and the Borrower; (vi) except as provided above, all other terms and conditions applicable to case of any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facilityproceeds of which will finance a substantially concurrent Limited Condition Acquisition, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing LendersLCA Test Date), 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); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).exceed

Request for Increase. The Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower may, at any time and from time to time, request to increase the aggregate amount of the Facilities to an amount not exceeding $1,750,000,000 by notice to the Administrative Agent (x) one or more increases requesting an increase in the Revolving Credit Facility (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such increase, an “Incremental Term LoanIncrease”) or establishing a new (or increasing an existing) tranche of pari passu term facility (each an “Incremental Term Loan Facility”; each Incremental Term Loan, each Revolving Credit Increase Loan Facility and each Term Loan Incremental Revolving Increase, collectively, and Incremental Term Increase are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all maturity date of any Incremental Revolving Increase shall be no earlier than the Revolving Maturity Date in effect at such time, the maturity date of any Incremental Increases in Term Increase and any Incremental Term Loan Facility shall be no earlier than the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; Term Loan Maturity Date, as applicable, (ii) any such request for except in the case of an Incremental Increase Term Loan Facility, each such Incremental Facility shall be in a minimum amount of $25,000,000 (or a lesser amount in on the event such amount represents all remaining availability under this Section); same terms as the Facility being increased, (iii) no Revolving Credit Increase shall (A) increase the Letter terms and conditions of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 Facility will be paid after the Term Loans determined by the Lenders providing Borrower and the lenders under such Incremental Term LoanLoan Facility and consented to by the Administrative Agent, such consent, subject to clause (iii) of the last proviso to Section 10.01, not to be unreasonably withheld, conditioned or delayed, and (iv) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c) and (Bd)) shall have 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 Applicable Rate Incremental Revolving Increase, an Incremental Term Increase or pricing grid as determined by an Incremental Term Loan Facility, (ii) if it proposes an Incremental Term Loan Facility, the Lenders providing proposed terms thereof and (iii) the identity of each Lender and each Eligible Assignee that it has approached or proposes to approach to provide all or a portion of such Incremental Term Loans and the Borrower; Facility (vi) except as provided above, all other terms and conditions applicable subject in each case to any Term Loan Increase requisite consents required under Section 10.06). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or Incremental Term Loannot it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the extent more restrictive than the terms and conditions applicable facility offered to the Term Facility, it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Agent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests and each Lender of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not ’ responses to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations request made hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower Company may, from time to time, request by notice to the Administrative Agent (xi) one or more increases an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (yii) one or more increases an increase in the Term A-1 Loan Facility (each, a “Term A-1 Loan Increase”), (iii) or an increase in the Term A Loan Facility (zeach, a “Term A Loan Increase”), (iv) an increase in the Term B Loan Facility (each, a “Term B Loan Increase”; each Term A-1 Loan Increase, Term A Loan Increase and Term B Loan Increase, collectively, referred to as the “Term Loan Increases”), (v) one or more term A loan tranches to be made available to the Borrower Company (each, an “Incremental Term A Loan”) or (vi) one or more term B loan tranches to be made available to the Company (each, an “Incremental Term B Loan”; each Incremental Term A Loan and Incremental Term B Loan, collectively, referred to as the “Incremental Term Loans”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000the Maximum Increase Amount; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section)) and no more than five Incremental Increases may be effectuated during the term of this Agreement; (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit be effectuated without the consent of each applicable L/C Issuer that is a Revolving Credit Lender (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or ), (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 Loans may have a maturity date earlier than, and a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term B Facility so long as the final maturity date thereof is no earlier than the Maturity Date of, and the weighted average life to maturity thereof is no shorter than the remaining weighted average life to maturity of, the Term A Facility; (vvi) 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 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 BorrowerCompany; provided that, if the Applicable Rate in respect of any Incremental Term B Loan or Term B Loan Increase exceeds the Applicable Rate then in effect for the Term B Facility by more than 0.50% for each Type of Loan, then the Applicable Rate for the Term B Facility shall be increased so that the Applicable Rate in respect of the Term B Facility for each Type of Loan is equal to the Applicable Rate for the Incremental Term B Loan or Term B Loan Increase for each Type of Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.16(a), in determining the Applicable Rate(s) applicable to each Incremental Term B Loan or Term B Loan Increase and the Applicable Rate(s) for the applicable Term B Facility, (1) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company to the Lenders under such Incremental Term B Loan, Term B Loan Increase or the Term B Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all LIBOR floors shall be included and (3) customary arrangement or commitment fees payable to the Arrangers (or their respective affiliates) in connection with the Term B Facility or to one or more arrangers (or their affiliates) of any Incremental Term B Loan or Term B Loan Increase shall be excluded; (vivii) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than not consistent with the terms and conditions applicable to the applicable Term Loan Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Loans and the Borrower Company; and (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (viiviii) each Incremental Increase shall constitute Obligations hereunder and 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 Guarantee and Collateral Agreement Guaranty and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower At any time after the Closing Date, upon written notice to the Administrative Agent, the US Borrowers, or the Canadian Borrowers, as applicable, may, from time to time, request by notice (i) one or more incremental term loans, including a borrowing of an additional term loan, the principal amount of which will be added to the Administrative Agent tranche of Term Loan with the latest maturity date (xan “Incremental Term Loan”) or (ii) one or more increases in the Revolving Credit Facility Commitments (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Revolving Credit Facility Increase” and, together with the initial principal amount of the Incremental Term LoanLoans, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (iA) the aggregate principal amount for all such Incremental Increases in the aggregate since and Incremental Equivalent Indebtedness incurred after the Closing Date (including the then requested Incremental Increase) shall not exceed the sum of (1) the greater of $200,000,000; 300,000,000 and Consolidated EBITDA as of the most recently ended four consecutive fiscal quarter period for which financial statements and the related Officer’s Compliance Certificate have lxxxvi been delivered pursuant to Sections 8.1(a) or (iib) and 8.2(a) plus (2) an amount which, after giving pro forma effect to such Incremental Increase and/or Incremental Equivalent Indebtedness (assuming that the entire Incremental Increase and/or Incremental Equivalent Indebtedness is funded on the effective date thereof and after giving effect to the use of proceeds thereof and any permanent repayment of Indebtedness in connection therewith) pursuant to this clause (2), would not cause the Consolidated Net Leverage Ratio, as of the most recently ended four consecutive fiscal quarter period for which financial statements and the related Officer’s Compliance Certificate have been delivered pursuant to Sections 8.1(a) or (b) and 8.2(a) (or in the case of any Incremental Term Loan, the proceeds of which will finance a substantially concurrent Limited Condition Acquisition, as of the LCA Test Date), to exceed 4.00 to 1.00 (in each case, as demonstrated by Centuri in a written certification to the Administrative Agent), (B) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 5,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); (iiiC$5,000,000) no for any Incremental Term Loan and $5,000,000 for any Incremental Revolving Credit Facility Increase shall or, if less, the remaining amount permitted pursuant to the foregoing clause (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer and (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (ivC) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect Lender will be required or have a shorter weighted average life otherwise obligated to maturity than the remaining weighted average life to maturity provide any portion of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Increase. Incremental Term Loans and the Borrower; (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, may be made to the extent more restrictive than the terms and conditions applicable US Borrowers in Dollars or to the Term Facility, shall be reasonably satisfactory to Canadian Borrowers in Canadian Dollars. Unless the applicable Borrower otherwise notifies the Administrative Agent, if all or any portion of any Incremental Increases or Incremental Equivalent Indebtedness would be permitted under clause (A)(2) above on the applicable Lenders providing date of incurrence, such Term Loan Increase Incremental Increases or Incremental Term Loan and Equivalent Indebtedness (or the Borrower relevant portion thereof) shall be deemed to have been incurred in reliance on clause (it being understood that if any terms taken as a whole are adverse A)(2) above prior to the material interests utilization of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); any amount available under clause (viiA)(1) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)above.

Request for Increase. The Borrower Company may, from time to time, request by notice to the Administrative Agent (xi) one or more increases an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (yii) one or more increases an increase in the Term A US Facility (each, a “Term A US Loan Increase”), (iii) or an increase in the Term B Loan Facility (zeach, 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 Borrower 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”;) or (vi) one or more revolving credit tranches (but in no event shall there be more than two revolving credit facilities under this Agreement outstanding at any one time) to be made available to the Company (and any Designated Borrower designated with respect thereto in accordance with Section 2.15, and subject to conditions set forth in such section with respect to the designation of a Restricted Subsidiary as a Designated Borrower) (each, an “Incremental Revolving Facility”; each Incremental Revolving Facility, 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 in Increases, together with the aggregate since the Closing Date (including the then requested principal amount of all Incremental Increase) Equivalent Debt incurred pursuant to Section 7.02(r), shall not exceed $200,000,000the Maximum Increase Amount; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or 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 Issuer, (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (BC) 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 (A) Incremental Term A US Loan shall mature earlier than the Maturity Date for the Term Facility then in effect for, or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of, the Term A US Facility (or, if later and/or longer and required by the terms of such facility, any then-outstanding Incremental Term FacilityA US Loan) or (B) Incremental Term B Loan shall mature earlier than the Maturity Date for, or have a shorter weighted average life to maturity than the remaining weighted average life to maturity than any then-outstandingof, the Term B Facility (or, if later and/or longer and required by the terms of such facility, any prior Incremental Term B Loan); provided that, at the option of the Company, (x) up to $200,000,000 of principal amount of Incremental Term FacilityLoans and Incremental Equivalent Debt, in the aggregate, may have a maturity date earlier than, and a weighted average life to maturity shorter than the remaining weighted average life to maturity of any or all of the then-outstanding Term Facilities and (y) this clause (iv) shall not apply to any Permitted Bridge Indebtedness or any Inside Maturity Indebtedness; (v) each Incremental Term Loan shall (A) rank pari passu or junior in right of payment, prepayment, voting and/or security with the Term LoansLoans (or, with respect to security, be unsecured), including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless agreed to be paid after the Term Loans (or not be paid at all) by the Lenders providing such Incremental Term Loan, and except for the addition of an “excess cash flow” prepayment solely for the benefit of any Incremental Term Loan (and any subsequent Incremental Term Loan) as provided below; provided that for the avoidance of doubt, Section 2.05(b)(i) or any other mandatory prepayment may be excluded, at the agreement of the Lenders providing such Incremental Term Loan, from application to such Incremental Term Loan), (and any Incremental Term Loans that are junior in right of payment and/or security shall havebe subject to an Acceptable Intercreditor Agreement (or other similar documentation) that includes customary prepayment, standstill and other provisions reasonably acceptable to the Administrative Agent and the Company, and shall only share in applicable mandatory prepayments on a junior basis to any Term Loans or Incremental Term Loans that are senior in right of payment and/or security to such Incremental Term Loans), and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the BorrowerCompany; provided that, if the Applicable Rate in respect of any Incremental Term B Loan secured by Liens on the Collateral on a pari passu basis the with the Term B Facility issued or incurred after the Amendment No. 1014 Effective Date and on or prior to the date that is six months after the Amendment No. 1014 Effective Date exceeds the Applicable Rate then in effect for the Term B Facility by more than 0.50% for each Type of Loan, then the Applicable Rate for the Term B Facility shall be increased so that the Applicable Rate in respect of the Term B Facility for each Type of Term B Loan is equal to the Applicable Rate for the Incremental Term B Loan for each Type of such Incremental Term B Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.16(a)(v), in determining the Applicable Rate(s) applicable to each Incremental Term B Loan and the Applicable Rate(s) for the Term B Facility, (1) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company to the Lenders under such Incremental Term B Loan or the Term B Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all Term SOFR floors shall be included and (3) customary arrangement or commitment fees payable to the Arrangers (or their respective affiliates) in connection with the Term B Facility or to one or more arrangers (or their affiliates) of any Incremental Term B Loan shall be excluded; (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than not consistent with the terms and conditions applicable to the Term FacilityA US Facility (in the case of an Incremental Term A US Loan) or Term B US Facility (in the case of an Incremental Term B Loan), shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower Agent (it being understood that if for the avoidance of doubt that, any terms taken Incremental Term Loan may add “most favored nation” pricing protection with respect to future Incremental Term Loans, any mandatory prepayments, which shall be shared no more than ratably with the Term Loans (other than an “excess cash flow” mandatory prepayment (which shall be shared no more than ratably with the Term B Loans)), maturity and weighted-average life limitations for other Incremental Term Loans and other customary provisions, as a whole are adverse agreed by the Company and the Lenders providing such Incremental Term Loan); and (vii) each Incremental Revolving Facility shall (A) rank pari passu or junior in right of payment, prepayment, voting and/or security with the Revolving Credit Facility (or, with respect to security, be unsecured), including being subject to the material interests of same mandatory prepayments under Section 2.05(b) (unless otherwise agreed by the existing Lenderslenders providing such Incremental Revolving Facility, but not subject to any additional mandatory prepayments not applicable to the Revolving Credit Facility), (B) shall have an Applicable Rate or pricing grid as reasonably determined by the Administrative AgentLenders providing such Incremental Revolving Facility and the Company, then that shall constitute (C) have a reasonable basis maturity date no earlier than the Maturity Date for the Administrative Agent not Revolving Credit Facility (or, if later and required by the terms of such facility, any then-outstanding Incremental Revolving Facility), and (D) shall have no mandatory amortization or mandatory commitment reductions prior to be satisfied with such terms); final maturity and (viiviii) each Incremental Increase shall constitute Obligations hereunder and and, except as provided above with respect to any Incremental Term Loan or Incremental Revolving Facility that is junior in right of payment, prepayment voting and/or security (or unsecured), shall be secured and guaranteed and secured pursuant to the Guarantee and Collateral Agreement Guaranty and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an . For the avoidance of doubt, any Incremental Increase may that is secured by the Collateral shall be exercised substantially simultaneously withunsecured upon the occurrence of a (and not otherwise Guaranteed or secured), but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect including giving effect to the Term Facility any Collateral and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).Guarantee Release Event. 110

Request for Increase. The Borrower may, may from time to time, request by notice to the Administrative Agent (x) one or more increases an increase in the amount of the Aggregate Revolving Credit Facility Commitments (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (zy) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, Loan and 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 in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; 300,000,000, (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 30,000,000 (or 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 Sublimit L/C Committed Amount without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit Availability without the consent of the Swing Line Lender; , (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; Termination Date, and (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents Guaranties on a pari passu basis with the other Obligations hereunder. Exhibit 10.1 (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 (each such other Person, an “Additional 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 (viiiii) 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 Revolving Commitment or participate in an Incremental Increase 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 exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect required to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)effectuate such Incremental Increase.

Request for Increase. The Borrower mayProvided there exists no Default, upon written notice to the Administrative Agent, the Borrower, may from time to 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 notice to the Administrative Agent (x) one or more increases requesting an increase in the Revolving Credit Facility (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) and/or the addition of one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more new pari passu tranches of 73 1" = "1" "US 170437103" "" US 170437103 term loan tranches to be made available to the Borrower loans (each, an “Incremental Term LoanLoan Facility”), and/or an increase in any then existing Incremental Term Loan Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Term LoanRevolving Increase, each Revolving Credit Increase and each Incremental Term Loan Increase, collectively, Facility and Incremental Term Loan Increase are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 (10,000,000, or a such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) except in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the Letter case of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no a newly established Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each , all Incremental Revolving Increases and Incremental Term Loan Increases shall (A) rank pari passu in right be on the same terms as the Facility being increased and all incremental commitments and loans provided as part of payment, prepayment, voting and/or security with the a newly established Incremental Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless Loan Facility shall be on terms agreed to be paid after by the Term Loans by Borrower and the Lenders providing such Incremental Term Loan) and (B) shall have an Applicable Rate or pricing grid as determined by Loan Facility; provided, that if the Lenders providing terms of such Incremental Term Loans and Loan Facility (other than final maturity) are not the Borrower; (vi) except same as provided above, all other the terms and conditions applicable to any of a then existing Incremental Term Loan Increase or Facility, the operational, technical and administrative provisions of such new Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, Loan Facility shall be on terms reasonably satisfactory acceptable to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower Company may, from time to time, request by notice to the Administrative Agent (xi) one or more increases an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (yii) one or more increases an increase in the Term A US Facility (each, a “Term A US Loan Increase”), (iii) or an increase in the Term A CAD Facility (zeach, 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 Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000the Maximum Increase Amount; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section)) and no more than five Incremental Increases may be effectuated during the term of this Agreement; (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit be effectuated without the consent of each applicable L/C Issuer that is a Revolving Credit Lender (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or ), (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 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; (vvi) 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 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 BorrowerCompany; provided that, if the Applicable Rate in respect of any Incremental Term B Loan or Term B Loan Increase exceeds the Applicable Rate then in effect for the Term B Facility by more than 0.50% for each Type of Loan, then the Applicable Rate for the Term B Facility shall be increased so that the Applicable Rate in respect of the Term B Facility for each Type of Loan is equal to the Applicable Rate for the Incremental Term B Loan or Term B Loan Increase for each Type of Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.16(a), in determining the Applicable Rate(s) applicable to each Incremental Term B Loan or Term B Loan Increase and the Applicable Rate(s) for the applicable Term B Facility, (1) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company to the Lenders under such Incremental Term B Loan, Term B Loan Increase or the Term B Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all LIBOR floors shall be included and (3) customary arrangement or commitment fees payable to the Arrangers (or their respective affiliates) in connection with the Term B Facility or to one or more arrangers (or their affiliates) of any Incremental Term B Loan or Term B Loan Increase shall be excluded; (vivii) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than not consistent with the terms and conditions applicable to the applicable Term Loan Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Loans and the Borrower Company; and (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (viiviii) each Incremental Increase shall constitute Obligations hereunder and 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 Guarantee and Collateral Agreement Guaranty and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower may, at any time and from time to time, request request, by notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the 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 in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (or 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 Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Administrative Agent’s approval of an increase of the Aggregate Commitment (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 Aggregate Commitment may be so increased (up to the amount of such approved Commitment Increase) by having one or more New Lenders providing such Term Loan increase the amount of their then existing Commitments or become Lenders. Any Commitment Increase or Incremental Term Loan shall be subject to the following limitations and conditions: (i) any increase (in the aggregate) in the Aggregate Commitment and the amount (in the aggregate) of any new Commitment and/or any amount (in the aggregate) of any increase in the Commitment of any New Lender, shall not be less than $5,000,000 (and shall be in integral multiples of $1,000,000 if in excess thereof); (ii) no Commitment Increase pursuant to this Section 2.17 shall increase the Aggregate Commitment to an amount in excess of $2,200,000,000; (iii) the Borrower and each New Lender shall have executed and delivered a commitment and acceptance (it being understood that if any terms taken as a whole are adverse the “Commitment and Acceptance”) substantially in the form of Exhibit G hereto, and the Administrative Agent shall have accepted and executed the same; (iv) the Borrower shall have executed and delivered to the material interests Administrative Agent such Note or Notes as any such New Lender shall request to reflect such Commitment Increase; (v) the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 5.01 modified to apply to the Commitment Increase and each Note and Commitment and Acceptance executed and delivered in connection therewith); (vi) the 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 Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Commitment Increase. The form and substance of the existing Lenders, as reasonably determined by documents required under clauses (iii) through (vii) above shall be fully acceptable to the Administrative Agent, then that shall constitute a reasonable basis for the . The Administrative Agent not shall provide written notice to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end all of the Availability Period with respect to the Term Facility and (B) the date Lenders hereunder of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)any Commitment Increase.

Request for Increase. The Provided no Default or Event of Default then exists or would arise therefrom, upon notice to the Agent (which shall promptly notify the Lenders), the Borrower may, may from time to time, request by notice an increase in the aggregate Revolving Commitments, the Tranche A Term Loan and the Tranche A-1 Term Loan, which increase shall be allocated (i) 75% of any such increase to an increase, on a pro rata basis, of the Tranche A Term Loan and the Revolving Commitments; provided however, that such 75% amount shall be fully allocated to the Administrative Agent Tranche A Term Loan in the event and to the extent that the condition set forth in Section 4.02(d) hereof cannot be satisfied with respect to the Revolving Credit Extension of such increase in the Revolving Commitments, and (ii) 25% of any such increase to an increase of the Tranche A-1 Term Loan; provided however, that 100% of any such increase shall be allocated to an increase of the Tranche A-1 Term Loan in the event and to the extent that the condition set forth below in clause (y)(i) of this Section 2.14(a) cannot be satisfied with respect to any increase to the Tranche A Term Loan and the Revolving Commitments, by an aggregate amount not to exceed the lesser of (x) one or more increases $110,000,000 and (y) (i) with respect to any increase in the Revolving Credit Facility Commitments and Tranche A Term Loans, such amount that would, after giving pro forma effect to the incurrence thereof, cause the Consolidated First Lien Leverage Ratio, as calculated without giving effect to the then outstanding principal amount of the Tranche A-1 Term Loan and as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements are required to have been delivered to the Agent hereunder, to exceed 2.33:1.00, and (eachii) with respect to any increase of the Tranche A-1 Term Loan, such amount that would, after giving pro forma effect to the incurrence thereof, cause the Consolidated First Lien Leverage Ratio, as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements are required to have been delivered to the Agent hereunder, to exceed (x) with respect to any increase, the proceeds of which will be used solely to finance a “Revolving Credit Increase”)Permitted Acquisition, 2.50:1.00 and (y) one or more increases in the Term Facility (eachwith respect to any other increase, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the 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”)2.40:1.00; provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (iiA) any such request for an Incremental Increase increase shall be in a minimum amount increments of $25,000,000 (or 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 Sublimit without the consent of each L/C Issuer (or25,000,000, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the Borrower may make a maximum of three such requests. At the time of sending such notice, the Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(iiLenders).

Request for Increase. The Borrower may, from time to time, request by notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term A Facility or Term B Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the 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 in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000100,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 10,000,000 (or 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 Sublimit without the consent of each the L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term FacilityA Facility or Term B Facility (based on the determination of the Administrative Agent, in consultation with the Borrower, of whether such Incremental Term Facility is a “term A” or a “term B” facility); (v) if the All-In Yield of any Incremental Term Loan exceeds (A) the All-In Yield for the Term A Facility by more than 0.50%, then the Applicable Rate for the Term A Facility shall be increased (at each level on the pricing grid set forth in the definition of Applicable Rate) so that the All-In Yield in respect of the 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 increased 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%; (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 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 (BC) 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; (vivii) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than not consistent with the terms and conditions applicable to the Term FacilityFacilities, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood Borrower, provided that if in no event shall the covenants, defaults and similar non-economic provisions applicable to any terms Incremental Term Loan, taken as a whole are adverse whole, (x) be more restrictive than the corresponding terms set forth in the Term Facilities (except to the material interests 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 Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms)Loan Documents; and (viiviii) each Incremental Increase shall constitute Obligations hereunder and 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 Guarantee and Collateral Agreement Guaranty and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower may, from At any time to time, request by notice prior to the Administrative Agent (x) one or more increases then applicable Maturity Date, the Borrower shall have the right to increase the aggregate amount of the Facilities to an amount not exceeding $2,750,000,000 by requesting an increase in the Aggregate Revolving Credit Facility Commitments (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Term A-1 Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such increase, an “Incremental Term LoanA-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”), requesting an increase in the Term A-3 Facility (each such increase, an “Incremental Term A-3 Increase”), requesting an increase in the CAD Term Facility (each such increase, an “Incremental CAD Term Increase”),or adding one or more new (or increasing existing) tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term LoanLoan Facility and each Incremental Revolving Increase, each Revolving Credit Incremental Term A-1 Increase, Incremental Term A-2 Increase, Incremental Term A-3 Increase and each Incremental CAD Term Loan Increase, collectively, Increase are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; no Default has occurred and is continuing, (ii) any such request for an Incremental Increase shall each 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 a lesser amount in such other amounts as are agreed to by the event such amount represents all remaining availability under this SectionParent Borrower and the Administrative Agent); , (iii) no Revolving Credit Increase except in the case of a newly established Incremental Term Loan Facility, each such Incremental Facility (including any existing Incremental Term Loan Facility) shall (A) increase be on the Letter of Credit Sublimit without same terms as the consent of each L/C Issuer (orFacility being increased, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no all incremental commitments and loans provided as part of a newly established Incremental Term Loan Facility shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 be on terms agreed to be paid after by the Term Loans by Parent Borrower and the Lenders providing such Incremental Term LoanLoan Facility; provided, that (x) the final maturity date therefor may not be earlier than the latest Maturity Date (including any extension option) of any then existing Facility and (By) shall have an Applicable Rate or pricing grid as determined by if the Lenders providing terms of such Incremental Term Loans and Loan Facility (other than final maturity) are not the Borrower; (vi) except same as provided above, all other the terms and conditions applicable to any of a then existing Incremental Term Loan Increase or Facility, such new Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, Loan Facility shall be on terms reasonably satisfactory acceptable to the Administrative AgentAgent and (v) 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 applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Parent Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by in consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender, then that Term A-1 Lender, Term A-2 Lender, Term A-3 Lender or CAD Term Lender, as applicable, is requested to respond (which shall constitute a reasonable basis for the Administrative Agent not to in no event be satisfied with such terms); less than ten (vii10) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) Business Days from the date of delivery of such notice to the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(iiapplicable Lenders).

Request for Increase. The Borrower may, Borrowers may from time to time, request by notice to the Administrative Agent (x) one or more increases an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (zy) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, Loan and 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 in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; the Available Increase Amount, (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 75,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); , (iii) the aggregate principal amount of all Revolving Credit Increases (including the then requested Revolving Credit Increase) shall not exceed $300,000,000, (iv) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (orIssuer, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; , (ivC) increase the Maximum Foreign Borrower Sublimit by more than two-thirds of the amount of such Revolving Credit Increase, or (D) increase the Foreign Borrower Sublimit of any Foreign Borrower, (v) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Revolving Credit Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement Guaranties and the other Collateral Documents Security Instruments on a pari passu basis with the other Obligations hereunder; . For the avoidance of doubt, the parties agree and (viii) acknowledge that the Term A-1 Facility constitutes an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end Term Loan effectuated pursuant to this Section 2.16 as of the Availability Period with respect to the Term Facility First Amendment Closing Date, and (B) the date constitutes usage of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)Available Increase Amount.

Request for Increase. The Borrower mayProvided there exists no Default, from time to time, request by upon written notice to the Administrative Agent (x) Agent, the Borrower may from time to time after the Delayed Draw Termination Date, request an increase in the aggregate principal amount of all Facilities to an amount for all Facilities not exceeding $250,000,000 after giving effect to such increase by requesting the addition of one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more new pari passu tranches of term loan tranches to be made available to the Borrower loans (each, an “Incremental Term LoanLoan Facility”) and/or an increase in the Closing Date Term Loan Facility and/or the Delayed Draw Term Loan Facility and/or any then existing Incremental Term Loan Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Term Loan, each Revolving Credit Increase Loan Facility and each Incremental Term Loan Increase, collectively, Increase are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 (10,000,000, or a such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) except in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the Letter case of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no a newly established Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each , all Incremental Term Loan Increases shall (A) rank pari passu in right be on the same terms as the Facility being increased and all incremental commitments and loans provided as part of payment, prepayment, voting and/or security with the a newly established Incremental Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless Loan Facility shall be on terms agreed to be paid after by the Term Loans by Borrower and the Lenders providing such Incremental Term Loan) and (B) shall have an Applicable Rate or pricing grid as determined by Loan Facility; provided, that if the Lenders providing terms of such Incremental Term Loans and Loan Facility (other than final maturity) are not the Borrower; (vi) except same as provided above, all other the terms and conditions applicable to any of a then existing Incremental Term Loan Increase or Facility, the operational, technical and administrative provisions of such new Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, Loan Facility shall be on terms reasonably satisfactory acceptable to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower mayAfter the Initial Closing Date, from time to time, request by upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may from time to time, (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases request an increase in the Term Facility Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each, each a “Term Loan Commitment Increase”) or (z) one or more term loan tranches to be made available to the Borrower Borrowers and (each, y) request an “Incremental Term Loan”; each Incremental Term Loan, each increase in the Revolving Credit Increase and Commitments which may be under a new revolving credit facility or may be part of an existing Class of Revolving Credit Commitments (each Term Loan a “Revolving Credit Commitment Increase”) to be made available to the Borrowers; provided, collectivelyin either case, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Term Commitment Increase shall be in a minimum amount of $25,000,000 5,000,000 or increments of $1,000,000 in excess thereof; (ii) any such Revolving Credit Commitment Increase shall be in a minimum amount of $2,000,000 or a lesser amount increments of $1,000,000 in the event such amount represents all remaining availability under this Section)excess thereof; (iii) no the scheduled maturity date of any such Term Commitment Increase and/or Revolving Credit Commitment Increase shall (A) increase be no earlier than the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent Scheduled Maturity Date of the Swing Line LenderTerm Facility and/or Revolving Credit Facility, as applicable; (iv) no the Weighted Average Life to Maturity of any incremental term loans pursuant to a Term Commitment Increase (each an “Incremental Term Loan Loan”) shall mature earlier be no shorter than the remaining Weighted Average Life to Maturity Date for of the Term Facility then in effect or have a shorter weighted average life to maturity than at the remaining weighted average life to maturity time of the closing of such Term FacilityCommitment Increase; (v) each 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 Loan Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 50 basis points (Athe 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) rank pari passu in right of payment, prepayment, voting and/or security with the Borrowers may increase the Effective Yield on the existing 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 Facility by the Lenders providing Yield Differential, effective upon the making of such Incremental Term Loan) and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vi) except as provided above, all other the terms of any such Commitment Increase shall be substantially consistent with terms and conditions applicable pursuant to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions documentation applicable to the Term Facility or the Revolving Credit Facility, shall be as applicable (but excluding any terms applicable after the Scheduled Maturity Date of the Term Facility or Revolving Credit Facility, as applicable) (except to the extent permitted under this Section 2.14 or otherwise as set forth herein), or as otherwise mutually reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Agent and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms)Borrowers; (vii) each Incremental any Commitment Increase shall constitute Obligations hereunder and shall may be guaranteed and secured pursuant available in Dollars or any other currency reasonably acceptable to the Guarantee and Collateral Agreement Administrative Agent and the other Collateral Documents on a pari passu basis with the other Obligations hereunderLenders providing such Commitment Increase; and (viii) an the obligations in respect of any Incremental Increase may be exercised substantially simultaneously with, but may Loans shall not be exercised prior tosecured 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, the earlier as applicable, shall be designated a separate Class of (A) the end Incremental Commitments for all purposes of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)this Agreement.

Request for Increase. The Borrower may, from time to time, request by written notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term A Facility (each, a “Term A Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase and each Term A Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases Increases, in the aggregate aggregate, since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000250,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 10,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section) and the Borrower may make a maximum of five such requests (excluding any requests that are not consummated); (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) any Revolving Credit Increase may, at the request of the Borrower, be available for the issuance of Letters of Credit within the limits of the L/C Issuer Sublimits; (v) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term A Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term A Facility; (vvi) each Incremental Term Loan shall (A) rank pari passu 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 A Loans (unless agreed to be paid after the Term Loans by the Lenders providing such Incremental Term Loan) and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vivii) except as provided above, all other terms and conditions applicable to any Term A Loan Increase or Incremental Term Loan, to the extent more restrictive than not consistent with the terms and conditions applicable to the Term A Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term A Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms terms, taken as a whole whole, are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); and (viiviii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Guaranty, Collateral Agreement and the other Collateral Documents Security Instruments on a pari passu or (if agreed to by the Lenders providing such Incremental Term Loan) junior basis (subject to intercreditor documentation reasonably satisfactory to the Administrative Agent) with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower may, from time to time, request by notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the 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 in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000100,000,000; (ii) any such request for an 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 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 Sublimit without the consent of each the L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Swingline Sublimit without the consent of the Swing Line Swingline Lender; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date then in effect for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (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 any Incremental Term Loans that are junior in right of payment and/or security shall have customary second lien, prepayment, standstill and other provisions, including any applicable intercreditor agreement, in each case reasonably acceptable to the Administrative Agent and the Borrower) and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than not consistent with the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood Borrower, provided that if in no event shall the covenants, defaults and similar non-economic provisions applicable to any terms Incremental Term Loan, taken as a whole are adverse whole, (x) be more restrictive than the corresponding terms set forth in the Term Facility (except to the material interests 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 Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms)Loan Documents; and (vii) each Incremental Increase shall constitute Obligations hereunder and 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 Guarantee and Collateral Agreement Guaranty and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower may, from time to time, request by Upon notice to the Administrative Agent (x) one or more increases which shall promptly notify the Lenders), the 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 Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) add one or more tranches of term loan tranches to be made available to the Borrower loans (each, each an “Incremental Term LoanLoan Facility”; each Incremental Term Loan, each Revolving Credit Increase Loan Facility and each Term Loan Increase, collectively, Incremental Revolving Increase are collectively referred to as the “Incremental IncreasesFacilities”)) to an amount (giving effect to all such Incremental Facilities) not exceeding $500,000,000; provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase shall increase 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 a lesser amount in such other amounts as are agreed to by the event Borrower and the Administrative Agent), (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 amount represents all remaining availability under this Section); existing Incremental Term Loan Facility, and (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the 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 satisfactory acceptable to the Administrative Agent. At the time of sending such notice, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by in consultation with the Administrative Agent, then that ) shall constitute a reasonable basis for specify the Administrative Agent not Lenders to be satisfied with approached to provide all or a portion of such terms); increase (viisubject in each case to any requisite consents required under Section 10.06) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and time period within which each such Lender is requested to respond (viiiwhich shall in no event be less than ten (10) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) Business Days from the date of the Term Borrowing made after the Closing Date pursuant delivery of such notice to Section 2.01(a)(iisuch Lenders).

Request for Increase. The Borrower mayAt any time prior to the applicable Maturity Date, from time to time, request by upon written notice to the Administrative Agent (x) one or more increases by the Borrower, the Borrower shall have the right to request an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases aggregate amount of the Facilities by requesting an increase in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such increase, an “Incremental Term LoanIncrease”) 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, each Revolving Credit Loan Facility and Incremental Term Increase and each Term Loan Increase, collectively, are collectively referred to as the “Incremental IncreasesFacilities”)) to an amount not exceeding $1,250,000,000 in the aggregate after giving effect to all such Incremental Facilities; provided that (i) the principal amount for all such each Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase shall 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 a lesser amount in such other amounts as are agreed to by the event such amount represents all remaining availability under this SectionBorrower and the Administrative Agent); , (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (vii) each Incremental Term Loan Increase shall be on the same terms (Aincluding maturity date) rank pari passu in right of payment, prepayment, voting and/or security with as the Term LoansFacility 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, including sharing in mandatory prepayments under 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 2.05(b) pro rata with the Term Loans (unless 10.01, be on terms agreed to be paid after by the Term Loans by Borrower and the Lenders providing such Incremental Term Loan) and (B) shall have an Applicable Rate or pricing grid as determined by Loan Facility and, if the Lenders providing terms of such Incremental Term Loans and Loan Facility (other than final maturity) are not the Borrower; (vi) except same as provided above, all other the terms and conditions applicable to any of the Term Facility or a then existing Incremental Term Loan Increase or Facility, the operational, technical and administrative provisions of such Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, Loan Facility shall be on terms reasonably satisfactory acceptable to the Administrative Agent, . The Borrower may approach any Lender or any Person that meets the applicable Lenders providing such Term Loan Increase requirements to be an Eligible Assignee to provide all or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests portion of the existing Lendersrequested increase; provided that (x) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, as reasonably determined by in its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Lender without the Administrative Agent, then that shall constitute a reasonable basis for written consent of the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date if required pursuant to Section 2.01(a)(ii).10.06(b) and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. Neither the Arrangers, the Bookrunners nor the Administrative Agent shall have any responsibility for arranging any such Incremental Facility without their prior written consent. 35

Request for Increase. The Borrower mayAt any time prior to the applicable Maturity Date, from time to time, request by upon written notice to the Administrative Agent (x) one or more increases by the Borrower, the Borrower shall have the right to request an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases aggregate amount of the Facilities by requesting an increase in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such increase, an “Incremental Term LoanIncrease”) 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, each Revolving Credit Loan Facility and Incremental Term Increase and each Term Loan Increase, collectively, are collectively referred to as the “Incremental IncreasesFacilities”)) to an amount not exceeding $500,000,000 in the aggregate after giving effect to all such Incremental Facilities; provided that (i) the principal amount for all such each Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase shall 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 a lesser amount in such other amounts as are agreed to by the event such amount represents all remaining availability under this SectionBorrower and the Administrative Agent); , (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (vii) each Incremental Term Loan Increase shall be on the same terms (Aincluding maturity date) rank pari passu in right of payment, prepayment, voting and/or security with as the Term LoansFacility 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, including sharing in mandatory prepayments under 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 2.05(b) pro rata with the Term Loans (unless 10.01, be on terms agreed to be paid after by the Term Loans by Borrower and the Lenders providing such Incremental Term Loan) and (B) shall have an Applicable Rate or pricing grid as determined by Loan Facility and, if the Lenders providing terms of such Incremental Term Loans and Loan Facility (other than final maturity) are not the Borrower; (vi) except same as provided above, all other the terms and conditions applicable to any of the Term Facility or a then existing Incremental Term Loan Increase or Facility, the operational, technical and administrative provisions of such Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, Loan Facility shall be on terms reasonably satisfactory acceptable to the Administrative Agent, . The Borrower may approach any Lender or any Person that meets the applicable Lenders providing such Term Loan Increase requirements to be an Eligible Assignee to provide all or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests portion of the existing Lendersrequested increase; provided that (x) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, as reasonably determined by in its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Lender without the Administrative Agent, then that shall constitute a reasonable basis for written consent of the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date if required pursuant to Section 2.01(a)(ii)10.06(b) and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. Neither the Arrangers, the Bookrunners nor the Administrative Agent shall have any responsibility for arranging any such Incremental Facility without their prior written consent.

Request for Increase. The Borrower mayAfter the Closing Date, from time to time, request by upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases request an increase in the Term Facility Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each, each a “Term Loan Commitment Increase”) or (z) one or more term loan tranches to be made available to the Borrower and (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”)y) [reserved]; provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Term Commitment Increase shall be in a minimum amount of $25,000,000 5,000,000 or increments of $1,000,000 in excess thereof; (or a lesser amount in the event such amount represents all remaining availability under this Section)ii) [reserved]; (iii) no Revolving Credit except in the 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 earlier than the Scheduled Maturity Date of the Term Facility, the scheduled maturity date of any such Term Commitment Increase shall (A) increase be no earlier than the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent Scheduled Maturity Date of the Swing Line LenderTerm Facility (other than in the case of any Permitted Earlier Maturity Debt); (iv) no the Weighted Average Life to Maturity of any incremental term loans pursuant to a Term Commitment Increase (each an “Incremental Term Loan Loan”) shall mature earlier be no shorter than the remaining Weighted Average Life to Maturity Date for of the Term Facility then in effect or have a shorter weighted average life to maturity than at the remaining weighted average life to maturity time of the closing of such Term FacilityCommitment Increase (other than in the case of any Permitted Earlier Maturity Debt); (v) each Incremental Term Loan shall (A) rank pari passu in right of payment, prepayment, voting and/or security solely 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 (B) shall 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 respect to any Term Loan Commitment Increase or Incremental Term Loanthat (1) is in excess of $85,000,000, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii2) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured is incurred pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents Incremental Test Ratios, (3) is secured on a pari passu basis with the Term Loans, (4) has an outside maturity date that is earlier than the two year anniversary of the Scheduled Maturity Date of the Term Facility, (5) is not incurred in connection with a Permitted Acquisition, IP Acquisition or other Obligations hereunder; similar Investment and (viii6) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised entered into on or prior toto the first anniversary of the Closing Date, the earlier Effective Yield on any Incremental Term Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 75 basis points (the amount of such excess above 75 basis points being referred to herein as the “Yield Differential”); provided that, in order to comply with this clause (Av) the end 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 Availability Period with 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 and events of default applicable to such Commitment Increase, taken as a whole, shall either, at the Borrower’s option, (x) reflect market terms and conditions at the time of incurrence or effectiveness (as determined by the Borrower in good faith) or (y) be no more favorable in any material respect to the lenders providing such Commitment Increase than those applicable to the Term Facility (as reasonably determined by the Borrower and the Administrative Agent) (B) except for provisions applicable only after the date Scheduled Maturity Date of the Term Borrowing Facility), 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 term loan commitments made after the Closing on an Increase Effective Date pursuant to Section 2.01(a)(ii)that are not fungible for U.S. federal income tax purposes with an existing Class of Term Loans shall be designated a separate Class of Incremental Commitments for all purposes of this Agreement.

Request for Increase. The Upon written notice to the Administrative Agent, the Parent Borrower may, may from time to time, request by notice to the Administrative Agent (x) one or more increases an increase in the aggregate amount of the Facilities to an amount not exceeding $1,675,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Facility Commitment (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Term Loan Facility (eacheach such increase, a an “Incremental Term Loan Increase”) or establishing a new (zor increasing an existing) one or more tranche of pari passu term loan tranches to be made available to the Borrower loans (each, each an “Incremental Term LoanAdditional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan, each Revolving Credit Loan Increase and each Term Loan Increase, collectively, are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 (or a any lesser amount in the event if such amount represents all remaining availability under this Sectionthe aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree); , (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Class of and, if applicable, the Tranche of, the Facilities being increased, and (iii) no Revolving Credit Increase all incremental commitments and loans provided as part of an Additional TL Tranche shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 be on terms agreed to be paid after by the Term Loans by BorrowerBorrowers and the Lenders providing such Incremental Term LoanAdditional TL Tranche; provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of any then existing Facility and (By) 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 have an Applicable Rate or pricing grid as determined by be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Incremental Term Loans Additional TL Tranche. The Parent Borrower may approach any Lender or any Person that meets the requirements to be an Assignee under Section 12.6(b)(i) and (ii)(B) to provide all or a portion of the Borrowerrequested increase; provided that (vix) except as provided aboveany Lender offered or approached to provide all or a portion of the requested increase may elect or decline, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loanin its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Lender without the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to written consent of the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Letter of Credit Issuers and the Swing Line Lender, in each case, if required pursuant to Section 12.6(b) and (z) the Parent Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Parent Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by in consultation with the Administrative Agent, then that ) shall constitute a reasonable basis for specify the Administrative Agent not time period within which each Lender and other Person approached by the Parent Borrower is requested to respond (which shall in no event be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) less than ten Business Days from the date of the Term Borrowing made after the Closing Date pursuant delivery of such notice to Section 2.01(a)(iisuch Lenders).

Request for Increase. The Borrower may, at any time and from time to time, request request, by notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the 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 in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (or 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 Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable 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 aggregate) by having one or more New Lenders providing such Term Loan increase the amount of their then existing Commitments or become Lenders with a new Commitment hereunder, subject to and in accordance with the provisions of this Section 2.5. Any Facility Increase or Incremental Term Loan shall be subject to the following limitations and conditions: (A) any increase (in the aggregate) in the Aggregate Commitment and the amount (in the aggregate) of any new Commitment of any New Lender or the amount (in the aggregate) of any increase in the Commitment of any New Lender, shall (unless otherwise agreed by the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by and the Administrative Agent) not be less than $5,000,000 (and shall be in integral multiples of $1,000,000 if in excess thereof); (B) no Facility Increase shall increase the Aggregate Commitment to an amount in excess of the Maximum Commitment Limit; (C) the Borrower and each New Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit 2.5 hereto, then that shall constitute a reasonable basis for and the Administrative Agent not shall have accepted and executed the same; (D) the Borrower shall have executed and delivered to be satisfied with the Administrative Agent such termsRevolving Notes as the Administrative Agent shall require to effect such Facility Increase; (E) the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions delivered pursuant to Section 3.1(c), modified to apply to the Facility Increase and each Revolving Note and Commitment and Acceptance executed and delivered in connection therewith); (viiF) each Incremental Increase the Guarantors shall constitute Obligations hereunder and shall be guaranteed and secured pursuant in writing have consented to the Guarantee Facility Increase and Collateral Agreement have agreed that their Guaranties continue in full force and effect and also apply to the other Collateral Documents on a pari passu basis with the other Obligations hereunderFacility Increase; and (viiiG) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier Borrower and each New Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Facility Increase. The form and substance of the documents required under clauses (A) through (G) above shall be reasonably acceptable to the end Administrative Agent. The Administrative Agent shall provide written notice to all of the Availability Period with respect to the Term Lenders hereunder of any Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)Increase.

Request for Increase. The Borrower may, from time to time, request by Upon written notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility form of Exhibit E (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eachsuch notice, an “Incremental Term LoanLoan Commitment Increase Notice”; ), the Borrower may request the Lenders to increase their Commitments (each an “Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred Commitment”) in an aggregate amount not to as exceed $32,000,000 (the “Incremental IncreasesLoan Amount”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase Loan Commitment shall be in minimum increments of $5,000,000 and in a minimum amount of $25,000,000 (10,000,000 or a such lesser amount in equal to the event such amount represents all remaining availability under this SectionIncremental Loan Amount (each an “Incremental Loan Commitment Increase”); , (iiiii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date request for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase Loan Commitment may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) made after the end of the Availability Period with respect Period, (iii) the Borrower shall provide to the Term Facility Lenders such information that is reasonably required by the Lenders to evaluate the request for an Incremental Loan Commitment and (Biv) on the date of any request by the Term Borrowing made Borrower for an Incremental Loan Commitment Increase the conditions set forth in Section 2.10(e)(i), (ii), (iii) and (iv) 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 Closing Date pursuant date of such notice. Any Incremental Loan Commitment shall be a commitment to Section 2.01(a)(ii)make loans with the same principal terms as the Loans, including the same interest rate, Applicable Margin and maturity date.

Request for Increase. The Borrower mayProvided there exists no Default, from time to time, request by upon notice to the Administrative Agent (x) one or more increases which shall promptly notify the Lenders), the Borrower may from time to time request an increase in the Revolving Credit Facility Aggregate Commitments by an amount (eachfor all such requests, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”aggregate) or (z) one or more term loan tranches to be made available to the 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”)not exceeding $350,000,000; provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (iiI) any such request for an Incremental Increase 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 an increase in the Term Loan Commitments, including as one or more additional Term Loan tranches. 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 Business Days from the date of delivery of such notice to the Lenders). Any increase of the Aggregate Commitments pursuant to this Section 2.16 shall be subject to the agreement of one or more Lenders or Eligible Assignees (who may or may not then be a Lender hereunder) to provide such increased Commitments pursuant to the terms hereof. Any additional term loans (“Incremental Term Loans”) made pursuant to any increase in the Term Loan Commitments shall be made 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 a lesser amount 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 event such amount represents all remaining availability under Term Loan Commitments pursuant to this SectionSection 2.16); (iii) no Revolving Credit Increase shall (A) increase provided, however, that at the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent election of the Swing Line Lender; (iv) no Borrower the Incremental Term Loan shall mature earlier 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) a final maturity date occurring on or later than the Maturity Date for the existing Term Facility then in effect Loan, (ii) the same or have a shorter longer weighted average life to maturity of such Incremental Term Loans than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 existing Term Loan, (iii) interest rates and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing fees applicable to such Incremental Term Loans determined by the Borrower and the Borrower; (vi) except as provided above, all other terms and conditions applicable to any Increasing Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, and/or (iv) with such other changes as reasonably determined may be approved by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower Company may, from time to time, request by notice to the Administrative Agent (xi) one or more increases an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (yii) one or more increases an increase in the Performance Letter of Credit Facility (each a “Performance Letter of Credit Facility Increase”), (iii) an increase in the Term A Loan Facility (each, a “Term A Loan Increase”), (iv) or an increase in the Term B Loan Facility (zeach, a “Term B Loan Increase”; each Term A Loan Increase and Term B Loan Increase, collectively, referred to as the “Term Loan Increases”), (v) one or more term A loan tranches to be made available to the Borrower Company (each, an “Incremental Term A Loan”) or (vi) one or more term B loan tranches to be made available to the Company (each, an “Incremental Term B Loan”; each Incremental Term A Loan and Incremental Term B Loan, collectively, referred to as the “Incremental Term Loans”; each Incremental Term Loan, each Revolving Credit Increase, each Performance Letter of Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000the Maximum Increase Amount; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section)) and no more than five Incremental Increases may be effectuated during the term of this Agreement; (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit be effectuated without the consent of each applicable L/C Issuer that is a Revolving Credit Lender (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or ), (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) no Performance Letter of Credit Increase shall be effectuated without the consent of each L/C Issuer that is a Performance Letter of Credit Lender (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers); (v) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term B Loan Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term B Loan Facility; provided that up to $500,000,000 of principal amount of Incremental Term A Loans may have a maturity date earlier than, and a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term B Facility so long as the final maturity date thereof is no earlier than the Maturity Date of, and the weighted average life to maturity thereof is no shorter than the remaining weighted average life to maturity of, the Term A Facility; (vvi) 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 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 BorrowerCompany; provided that, if the Applicable Rate in respect of any Incremental Term B Loan or Term B Loan Increase exceeds the Applicable Rate then in effect for the Term B Facility by more than 0.50% for each Type of Loan, then the Applicable Rate for the Term B Facility shall be increased so that the Applicable Rate in respect of the Term B Facility for each Type of Loan is equal to the Applicable Rate for the Incremental Term B Loan or Term B Loan Increase for each Type of Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.16(a), in determining the Applicable Rate(s) applicable to each Incremental Term B Loan or Term B Loan Increase and the Applicable Rate(s) for the applicable Term B Facility, (1) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company to the Lenders under such Incremental Term B Loan, Term B Loan Increase or the Term B Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all LIBOR floors shall be included and (3) customary arrangement or commitment fees payable to the Arrangers (or their respective affiliates) in connection with the Term B Facility or to one or more arrangers (or their affiliates) of any Incremental Term B Loan or Term B Loan Increase shall be excluded; (vivii) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than not consistent with the terms and conditions applicable to the applicable Term Loan Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Loans and the Borrower Company; and (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (viiviii) each Incremental Increase shall constitute Obligations hereunder and 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 Guarantee and Collateral Agreement Guaranty and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower At any time after the Closing Date, upon written notice to the Administrative Agent, the US Borrowers, or the Canadian Borrowers, as applicable, may, from time to time, request by notice (i) one or more incremental term loans, including a borrowing of an additional term loan, the principal amount of which will be added to the Administrative Agent tranche of Term Loan with the latest maturity date (xan “Incremental Term Loan”) or (ii) one or more increases in the Revolving Credit Facility Commitments (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Revolving Credit Facility Increase” and, together with the initial principal amount of the Incremental Term LoanLoans, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (iA) the aggregate principal amount for all such Incremental Increases in the aggregate since and Incremental Equivalent Indebtedness incurred after the Closing Date (including the then requested Incremental Increase) shall not exceed the sum of (1) the greater of $200,000,000; 300,000,000 and Consolidated EBITDA as of the most recently ended four consecutive fiscal quarter period for which financial statements and the related Officer’s Compliance Certificate have lxxxvi 165457743_4174358596_2 been delivered pursuant to Sections 8.1(a) or (iib) and 8.2(a) plus (2) an amount which, after giving pro forma effect to such Incremental Increase and/or Incremental Equivalent Indebtedness (assuming that the entire Incremental Increase and/or Incremental Equivalent Indebtedness is funded on the effective date thereof and after giving effect to the use of proceeds thereof and any permanent repayment of Indebtedness in connection therewith) pursuant to this clause (2), would not cause the Consolidated Net Leverage Ratio, as of the most recently ended four consecutive fiscal quarter period for which financial statements and the related Officer’s Compliance Certificate have been delivered pursuant to Sections 8.1(a) or (b) and 8.2(a) (or in the case of any Incremental Term Loan, the proceeds of which will finance a substantially concurrent Limited Condition Acquisition, as of the LCA Test Date), to exceed 4.00 to 1.00 (in each case, as demonstrated by Centuri in a written certification to the Administrative Agent), (B) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 5,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); (iiiC$5,000,000) no for any Incremental Term Loan and $5,000,000 for any Incremental Revolving Credit Facility Increase shall or, if less, the remaining amount permitted pursuant to the foregoing clause (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer and (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (ivC) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect Lender will be required or have a shorter weighted average life otherwise obligated to maturity than the remaining weighted average life to maturity provide any portion of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Increase. Incremental Term Loans and the Borrower; (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, may be made to the extent more restrictive than the terms and conditions applicable US Borrowers in Dollars or to the Term Facility, shall be reasonably satisfactory to Canadian Borrowers in Canadian Dollars. Unless the applicable Borrower otherwise notifies the Administrative Agent, if all or any portion of any Incremental Increases or Incremental Equivalent Indebtedness would be permitted under clause (A)(2) above on the applicable Lenders providing date of incurrence, such Term Loan Increase Incremental Increases or Incremental Term Loan and Equivalent Indebtedness (or the Borrower relevant portion thereof) shall be deemed to have been incurred in reliance on clause (it being understood that if any terms taken as a whole are adverse A)(2) above prior to the material interests utilization of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); any amount available under clause (viiA)(1) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)above.

Request for Increase. The Borrower mayIn addition to any Additional Letter of Credit Facilities pursuant to Section 2.03(o), the Company may from time to time, request by notice to the Administrative Agent (x) one or more increases an increase in the Multicurrency Revolving Credit Facility Commitment or the US Dollar Revolving Credit Commitment (each, a “Revolving Credit Increase”), ) or (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches tranches, including any increase to be made available to the Borrower an existing term loan tranche (each, an “Incremental Term Loan”; each Incremental Term Loan, Loan and 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 in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,0001,000,000,000 unless the pro forma Consolidated Leverage Ratio immediately before and after giving effect to the applicable Incremental Increase (calculated by assuming that the Revolving Credit Facility, including any such Revolving Credit Increase, is fully drawn at such time) is less than 2.75 to 1.00; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 100,000,000 (or 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 Sublimit any L/C Issuer’s Fronting Exposure without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or Issuer, (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (C) increase the Foreign Borrower Sublimit or the Alternative Currency Sublimit without the consent of the Required Revolving Lenders or (D) increase the Alternative Currency Loan Sublimit without the consent of the Required Multicurrency Revolving Lenders; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term Facility; and (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and pursuant to the Guaranties and, during a Collateral Period, secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents Security Instruments on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower Company may, from time to time, request by notice to the Administrative Agent (xi) one or more increases an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (yii) one or more increases an increase in the Term A-1 Loan Facility (each, a “Term A-1 Loan Increase”), (iii) or an increase in the Term A Loan Facility (zeach, a “Term A Loan Increase”), (iv) an increase in the Term B Loan Facility (each, a “Term B Loan Increase”; each Term A-1 Loan Increase, Term A Loan Increase and Term B Loan Increase, collectively, referred to as the “Term Loan Increases”), (v) one or more term A loan tranches to be made available to the Borrower 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 Loan”) or (vi) 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 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 Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000the Maximum Increase Amount; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section)) and no more than five Incremental Increases may be effectuated during the term of this Agreement; (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit be effectuated without the consent of each applicable L/C Issuer that is a Revolving Credit Lender (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or ), (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 Loans may have a maturity date earlier than, and a weighted average life to maturity shorter than the remaining weighted average life to maturity of the Term B Facility so long as the final maturity date thereof is no earlier than the Maturity Date of, and the weighted average life to maturity thereof is no shorter than the remaining weighted average life to maturity of, the Term A Facility; (vvi) 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 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 BorrowerCompany; provided that, if the Applicable Rate in respect of any Incremental Term B Loan or Term B Loan Increase exceeds the Applicable Rate then in effect for the Term B Facility by more than 0.50% for each Type of Loan, then the Applicable Rate for the Term B Facility shall be increased so that the Applicable Rate in respect of the Term B Facility for each Type of Loan is equal to the Applicable Rate for the Incremental Term B Loan or Term B Loan Increase for each Type of Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.16(a), in determining the Applicable Rate(s) applicable to each Incremental Term B Loan or Term B Loan Increase and the Applicable Rate(s) for the applicable Term B Facility, (1) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company to the Lenders under such Incremental Term B Loan, Term B Loan Increase or the Term B Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all LIBOR floors shall be included and (3) customary arrangement or commitment fees payable to the Arrangers (or their respective affiliates) in connection with the Term B Facility or to one or more arrangers (or their affiliates) of any Incremental Term B Loan or Term B Loan Increase shall be excluded; (vivii) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than not consistent with the terms and conditions applicable to the applicable Term Loan Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Loans and the Borrower Company; and (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (viiviii) each Incremental Increase shall constitute Obligations hereunder and 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 Guarantee and Collateral Agreement Guaranty and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).”

Request for Increase. The Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower may, may from time to 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 notice to the Administrative Agent (x) one or more increases requesting an increase in the Revolving Credit Facility (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Closing Date Term Facility (eacheach such increase, a an “Incremental Term Loan Increase”) or establishing a new (zor increasing an existing) one or more tranche of pari passu term loan tranches to be made available to the Borrower loans (each, each an “Incremental Term LoanAdditional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan, each Revolving Credit Loan Increase and each Term Loan Increase, collectively, are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 (or a any lesser amount in the event if such amount represents all remaining availability under this Sectionthe aggregate limit in respect of the increases set forth above (or such lesser amount as 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 ‑79‑ reasonably acceptable to the Administrative Agent and the Lenders providing such Additional TL Tranche. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Revolving Credit Increase Person approached shall (A) increase the Letter of Credit Sublimit become a Lender without the written consent of each L/C Issuer the Administrative Agent (orwhich consent shall not be unreasonably withheld), if such increase applies only consent would be required for such Person to certain be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 10.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase and the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to in consultation with the Administrative Agent, ) shall specify the applicable Lenders providing such Term Loan Increase or Incremental Term Loan time period within which each Lender and other Person approached by the Borrower is requested to respond (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that which shall constitute a reasonable basis for the Administrative Agent not to in no event be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) less than ten Business Days from the date of the Term Borrowing made after the Closing Date pursuant delivery of such notice to Section 2.01(a)(iisuch Lenders).

Request for Increase. The Upon written notice to the Administrative Agent, the Parent Borrower may, may from time to time, request by notice to the Administrative Agent (x) one or more increases an increase in the aggregate amount of the Facilities to an amount not exceeding the Dollar Equivalent of $2,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Facility Commitment (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Term A-1 Loan Facility or Term A-2 Loan Facility (eacheach such increase, a an “Incremental Term Loan Increase”) or establishing a new (zor increasing an existing) one or more tranche of pari passu term loan tranches to be made available to the Borrower loans (each, each an “Incremental Term LoanAdditional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan, each Revolving Credit Loan Increase and each Term Loan Increase, collectively, are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 (or a any lesser amount in the event if such amount represents all remaining availability under this Sectionthe aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree); , (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Class of and, if applicable, the Tranche of, 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 Borrowers 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 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 A-1 Loan, the Term A-2 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 Parent Borrower may approach any Lender or any Person that meets the requirements to be an Assignee under Section 12.6(b)(i) and (ii)(B) to provide all or a portion of the requested increase; provided that (x) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (y) no Revolving Credit Increase Person approached shall (A) increase become a Lender without the written consent of the Administrative Agent and the Letter of Credit Sublimit without the consent of Issuers, in each L/C Issuer (orcase, if such increase applies only to certain L/C Issuers required pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 Loan12.6(b) and (Bz) the Parent Borrower shall have an Applicable Rate or pricing grid as determined by not be obligated to offer any existing Lender the Lenders providing such Incremental Term Loans and opportunity to provide any portion of a requested increase. At the Borrower; time of sending its notice, the Parent Borrower (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to in consultation with the Administrative Agent, ) shall specify the applicable Lenders providing such Term Loan Increase or Incremental Term Loan time period within which each Lender and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined other Person approached by the Administrative Agent, then that Parent Borrower is requested to respond (which shall constitute a reasonable basis for the Administrative Agent not to in no event be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) less than ten Business Days from the date of the Term Borrowing made after the Closing Date pursuant delivery of such notice to Section 2.01(a)(iisuch Lenders).

Request for Increase. The Borrower mayProvided that no Default or Event of Default exists or would result therefrom (or, from time in the case of any Incremental Term Facility, the proceeds of which will be used to timefinance a Limited Condition Acquisition, request provided that no Default or Event of Default under Section 9.01(a), (f) or (g) exists or would result therefrom), upon at least ten (10) Business Days’ (or such shorter period agreed to by the Administrative Agent in its sole discretion) notice to the Administrative Agent (xwhich shall promptly notify the Lenders), the Company may from time to time prior to the Maturity Date, request (A) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more new tranches of term loan tranches to be made available to the Borrower facilities (eachany such new tranche, an “Incremental Term LoanFacility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in the aggregate amount of the Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; each the Additional Revolving Loans with the Incremental Term Loan, each Revolving Credit Increase and each Term Loan IncreaseLoans, collectively, referred to as the “Incremental IncreasesLoans”; and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all Incremental Commitments, in aggregate total principal amount not to exceed (1) the sum of (x) $300,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) above plus (z) all voluntary prepayments of any then-existing Incremental Term Facility and commitment reductions under the Revolving Credit Facility, as applicable, prior to the date of such incurrence, but not to exceed $300,000,000 in the aggregate under this clause (1), plus (2) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Consolidated Senior Secured Net Leverage Ratio is not greater than 3.50 to 1.00; provided that (i) the principal any such request for an Incremental Term Facility shall be in a minimum amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed of $200,000,00025,000,000); (ii) any such request for an Incremental Increase Additional Revolving Commitment shall be in a minimum amount of $25,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section)5,000,000; (iii) no Revolving Credit Increase the Incremental Commitments shall (A) increase be provided by one or more Eligible Assignees acceptable to the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line LenderCompany; and (iv) no Incremental Term Loan Lender shall mature earlier than the Maturity Date for the Term Facility then in effect be required to provide any or have a shorter weighted average life to maturity than the remaining weighted average life to maturity all of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)Commitments.

Request for Increase. The Borrower may, from At any time to time, request by notice prior to the Administrative Agent (x) one or more increases then applicable Maturity Date, the Borrower shall have the right to increase the aggregate amount of the Facilities to an amount not exceeding $2,500,000,000 by requesting an increase in the Aggregate Revolving Credit Facility Commitments (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Term A-1 Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such increase, an “Incremental Term LoanA-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”), or adding one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term LoanLoan Facility and each Incremental Revolving Increase, each Revolving Credit Incremental Term A-1 Increase and each Term Loan Increase, collectively, Incremental A-2 Increase are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; no Default has occurred and is continuing, (ii) any such request for an Incremental Increase shall each 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 a lesser amount in such other amounts as are agreed to by the event such amount represents all remaining availability under this SectionBorrower and the Administrative Agent); , (iii) no the maturity date of any Incremental Revolving Credit Increase shall (A) increase be no earlier than the Letter Revolving Maturity Date in effect at such time, the maturity date of Credit Sublimit without any Incremental Term A-1 Increase, any Term A-2 Incremental Increase and any Incremental Term Loan Facility shall be no earlier than the consent of each L/C Issuer (orTerm A-1 Maturity Date or Term A-2 Maturity Date, if such increase applies only to certain L/C Issuers pursuant to their agreementas applicable, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no except in the case of an Incremental Term Loan Facility, each such Incremental Facility shall mature earlier than be on the Maturity Date for same terms as the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; being increased and (v) each Incremental Term Loan shall the conditions to the making of a Credit Extension set forth in Section 4.02 (A) rank pari passu in right of payment, prepayment, voting and/or security with the Term Loans, including sharing in mandatory prepayments under other than 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 (B4.02(c)) shall have an Applicable Rate be satisfied or pricing grid as determined by waived. At the Lenders providing time of sending such Incremental Term Loans and notice, the Borrower; Borrower (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to in consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender, the applicable Lenders providing such Term Loan Increase A-1 Lender or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing LendersA-2 Lender, as reasonably determined by the Administrative Agentapplicable, then that is requested to respond (which shall constitute a reasonable basis for the Administrative Agent not to in no event be satisfied with such terms); less than ten (vii10) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) Business Days from the date of delivery of such notice to the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(iiapplicable Lenders).

Request for Increase. The Borrower mayUpon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may from time to time, request by notice to the Administrative Agent (xi) one or more increases an increase in the Aggregate Commitments of the U.S. Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower Loans (each, an “Incremental Term LoanU.S. Revolving Credit Facility”; the Loans thereunder the “Incremental U.S. Revolving Loans”) or the Hong Kong Revolving Loans (each, an “Incremental Hong Kong Revolving Credit Facility” and, collectively, together with each Incremental U.S. Revolving Credit Facility, the “Incremental Revolving Credit Facility”; the Loans thereunder, the “Incremental Hong Kong Revolving Loans” and, collectively, together with the Incremental U.S. Revolving Loans, the “Incremental Revolving Loans”) or (ii) an increase in the Aggregate Commitments of the Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as which increase may take the form of a new term loan (the “Incremental IncreasesTerm Loans” and together with any Incremental Revolving Loans, the “Incremental Facility”)) by an amount (for all such requests) not exceeding $75,000,000; provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 (or 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 Sublimit without the consent of each L/C Issuer (or, if less, the remaining amount available); provided further that (i) immediately prior to, and after giving effect to the incurrence of such increase applies only Incremental Facilities, (x) the conditions set forth in Section 4.02 shall have been satisfied on and as of the date of effectiveness of each Incremental Facility (before and after giving effect to certain L/C Issuers such Incremental Facility and the application of the proceeds thereof) (and, without duplication, assuming that any Incremental Revolving Loans have been fully utilized), and (y) after giving effect to any such Incremental Facility (and, without duplication, assuming that any Incremental Revolving Loans have been fully utilized) on a Pro Forma Basis, the Consolidated Leverage Ratio shall be no greater than 1.50 to 1.00 (such ratio to be determined on the basis of the financial information most recently delivered, or required to be delivered, to the Administrative Agent and the Lenders pursuant to their agreementSection 6.01), such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (ivii) no loan or advance made under the Incremental Term Loan shall mature earlier than prior to the Maturity Date for Date, (iii) as of the Term Facility then in effect or have a shorter weighted average life to maturity than date of the remaining incurrence thereof, the weighted average life to maturity of the Incremental Term Facility; Loans shall not be shorter than that of the existing Term Loans, (viv) each in the event the All-In Yield applicable to any Incremental Term Loan exceeds the All-In Yield of the Term Loans existing at such time by more than 50 basis points, then the interest rate margins for such Term Loans existing at such time shall be increased (Aor, if any “floor” for Eurodollar Rate or Base Rate is applied, a “floor” shall be applied to the Term Loans existing as such time) to the extent necessary so that the All-In Yield of such Term Loans existing at such time shall be equal to the All-In Yield of the applicable Incremental Term Loans minus 50 xxxxx xxxxxx, (x) the Incremental Hong Kong Revolving Credit Facility shall be on the same terms as the Hong Kong Revolving Credit Facility and shall be implemented as an increase in the commitments under such Facility, and (vi) the Incremental U.S. Revolving Credit Facility shall be on the same terms as the U.S. Revolving Credit Facility and shall be implemented as an increase in the commitments under such Facility. The Incremental Facility shall rank pari passu in right of payment, prepayment, voting and/or payment and security with the Term Loans, including sharing Facility 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 (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such case of Incremental Term Loans or the U.S. Revolving Credit Facility in the case of Incremental U.S. Revolving Loans or the Hong Kong Revolving Credit Facility in the case of Incremental Hong Kong Revolving Loans and the Borrower; (vi) except as otherwise provided above, all other in this Section and except for terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, shall have the applicable Lenders providing such same terms as the Term Loan Increase or Facility in the case of Incremental Term Loan and Loans or the Borrower (it being understood that if any terms taken as a whole are adverse to U.S. Revolving Credit Facility in the material interests case of Incremental U.S. Revolving Loans or the existing Lenders, as reasonably determined by Hong Kong Revolving Credit Facility in the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each case of Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)Hong Kong Revolving Loans.

Request for Increase. The Borrower mayUnless a Default or an Event of Default has occurred and is continuing, from time to timeBorrower, request by written notice to Administrative Agent, may request to increase the Administrative Agent (x) Revolving Credit Commitments, or enter into one or more increases in the Revolving Credit Facility other tranches of revolving loans or term loans (each, a each an “Revolving Credit Incremental Increase”), in each case by/in an amount not less than Twenty Five Million Dollars (y$25,000,000) one or per request and not more increases than Five Hundred Million Dollars ($500,000,000) in the Term Facility aggregate (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to such that the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each aggregate amount of the Revolving Credit Commitments, the commitments with respect to 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 Incremental Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”shall never exceed One Billion Two Hundred Fifty Million Dollars ($1,250,000,000)); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (or 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 Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu in right of paymentpayment with all other Loans hereunder, prepayment(ii) all Incremental Increases of the Revolving Credit Commitments shall be on the same terms as the Revolving Credit Commitments, voting and/or security with (iii) Incremental Increases in the Term Loansform of a new tranche of revolving loans shall not mature earlier than the Revolving Credit Maturity Date, including sharing and (iv) all incremental commitments and loans provided as part of an Incremental Increase in mandatory prepayments under the form of a new tranche of terms loans shall, subject to clause (iii) of the second proviso to Section 2.05(b) pro rata with the Term Loans (unless 12.02, be on terms agreed to be paid after by Borrower and the Term Loans by the Lenders Banks providing such Incremental Term Loan) and (B) shall have an Applicable Rate or pricing grid as determined by Increase, provided, that if the Lenders providing terms of such Incremental Term Loans and Increase (other than final maturity) are not the Borrower; (vi) except same as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agentof a then existing tranche of term loans, the applicable Lenders providing operational, technical and administrative provisions of such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and be on terms reasonably acceptable to Administrative Agent. At the time of sending such notice, Borrower (in consultation with Administrative Agent) shall specify the time period within which the Banks are requested to respond (which shall in no event be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and less than ten (viii10) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) Business Days from the date of delivery of such notice to the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(iiBanks).

Request for Increase. The Borrower mayProvided there exists no Default, from time to time, request by upon written notice to the Administrative Agent (x) one or more increases in Agent, the Revolving Credit Facility (eachBorrower may, a “Revolving Credit Increase”)at any time and from time to time after the Closing Date, (y) one or more increases request to increase the aggregate amount of the Facilities to an amount not exceeding $225,000,000 by requesting an increase in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such increase, an “Incremental Term LoanIncrease”) or establishing a new (or increasing an existing) tranche of pari passu term facility (each an “Incremental Term Loan Facility”; each Incremental Term Loan, each Revolving Credit Loan Facility and Incremental Term Increase and each Term Loan Increase, collectively, are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) each Incremental Term Increase shall be on the principal amount for all such Incremental Increases in same terms as the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; Term Facility, (ii) any such request for an Incremental Increase shall be in a minimum amount the terms and conditions of $25,000,000 (or 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 Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall Facility, subject to clause (Ai) rank pari passu in right of paymentthe last proviso to Section 10.01, prepaymentif applicable, 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 will be paid after the Term Loans determined by the Lenders providing Borrower and the lenders under such Incremental Term Loan) Loan Facility, and (B) shall have an Applicable Rate or pricing grid as determined by if the Lenders providing terms of such Incremental Term Loans 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 Borrower; Administrative Agent, and (viiii) except as provided abovethe 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 other terms and conditions applicable or a portion of such Incremental Facility (subject in each case to any Term Loan Increase requisite consents required under Section 10.06). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or Incremental Term Loannot it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the extent more restrictive than the terms and conditions applicable facility offered to the Term Facility, it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Agent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests and each Lender of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not ’ responses to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations request made hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower mayProvided there exists no Default, from time to time, request by upon written notice to the Administrative Agent (x) one or more increases in Agent, the Revolving Credit Facility (eachBorrower may, a “Revolving Credit Increase”)at any time and from time to time after the Closing Date, (y) one or more increases request to increase the aggregate amount of the Facilities to an amount not exceeding $225,000,000 by requesting an increase in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such increase, an “Incremental Term LoanIncrease”) or establishing a new (or increasing an existing) tranche of pari passu term facility (each an “Incremental Term Loan Facility”; each Incremental Term Loan, each Revolving Credit Loan Facility and Incremental Term Increase and each Term Loan Increase, collectively, are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) each Incremental Term Increase shall be on the principal amount for all such Incremental Increases in same terms as the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; Term Facility, (ii) any such request for an Incremental Increase shall be in a minimum amount the terms and conditions of $25,000,000 (or 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 Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 Facility will be paid after the Term Loans determined by the Lenders providing Borrower and the lenders under such Incremental Term LoanLoan Facility and consented to by the Administrative Agent, such consent, subject to clause (iii) of the last proviso to Section 10.01, not to be unreasonably withheld, conditioned or delayed, and (Biii) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c)) shall have 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 Applicable Rate Incremental Term Increase or pricing grid as determined by an Incremental Term Loan Facility, (ii) if it proposes an Incremental Term Loan Facility, the Lenders providing proposed terms thereof and (iii) the identity of each Lender and each Eligible Assignee that it has approached or proposes to approach to provide all or a portion of such Incremental Term Loans and the Borrower; Facility (vi) except as provided above, all other terms and conditions applicable subject in each case to any Term Loan Increase requisite consents required under Section 10.06). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or Incremental Term Loannot it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the extent more restrictive than the terms and conditions applicable facility offered to the Term Facility, it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Agent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests and each Lender of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not ’ responses to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations request made hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower mayAfter the Closing Date, from time to time, request by upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases request an increase in the Term Facility Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each, each a “Term Loan Commitment Increase”) or (z) one or more term loan tranches to be made available to the Borrower and (each, y) request an “Incremental Term Loan”; each Incremental Term Loan, each increase in the Revolving Credit Increase and Commitments which may be under a new revolving credit facility or may be part of an existing Class of Revolving Credit Commitments (each Term Loan a “Revolving Credit Commitment Increase”) to be made available to the Borrower; provided, collectivelyin either case, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Term Commitment Increase shall be in a minimum amount of $25,000,000 5,000,000 or increments of $1,000,000 in excess thereof; (ii) any such Revolving Credit Commitment Increase shall be in a minimum amount of $2,000,000 or a lesser amount increments of $1,000,000 in the event such amount represents all remaining availability under this Section)excess thereof; (iii) no except in the 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 earlier than the Scheduled Maturity Date of the Term Facility, the scheduled maturity date of any such Term Commitment Increase and/or Revolving Credit Commitment Increase shall (A) increase be no earlier than the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent Scheduled Maturity Date of the Swing Line LenderTerm Facility and/or Revolving Credit Facility, as applicable (other than in the case of any Permitted Earlier Maturity Debt); (iv) no the Weighted Average Life to Maturity of any incremental term loans pursuant to a Term Commitment Increase (each an “Incremental Term Loan Loan”) shall mature earlier be no shorter than the remaining Weighted Average Life to Maturity Date for of the Term Facility then in effect or have a shorter weighted average life to maturity than at the remaining weighted average life to maturity time of the closing of such Term FacilityCommitment Increase (other than in the case of any Permitted Earlier Maturity Debt); (v) each Incremental Term Loan shall (A) rank pari passu in right of payment, prepayment, voting and/or security solely 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 (B) shall 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 respect to any Term Loan Commitment Increase or Incremental Term Loanthat (1) is in excess of $85,000,000, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii2) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured is incurred pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents Incremental Test Ratios, (3) is secured on a pari passu basis with the Term Loans, (4) has an outside maturity date that is earlier than the two year anniversary of the Scheduled Maturity Date of the Term Facility, (5) is not incurred in connection with a Permitted Acquisition, IP Acquisition or other Obligations hereunder; similar Investment and (viii6) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised entered into on or prior toto the first anniversary of the Closing Date, the earlier Effective Yield on any Incremental Term Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 75 basis points (the amount of such excess above 75 basis points being referred to herein as the “Yield Differential”); provided that, in order to comply with this clause (Av) the end 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 Availability Period with 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 and events of default applicable to such Commitment Increase, taken as a whole, shall either, at the Borrower’s option, (x) reflect market terms and conditions at the time of incurrence or effectiveness (as determined by the Borrower in good faith) or (y) be no more favorable in any material respect to the lenders providing such Commitment Increase than those applicable to the Term Facility or the Revolving Credit Facility, as applicable (as reasonably determined by the Borrower and the Administrative Agent) (B) except for provisions applicable only after the date Scheduled Maturity Date of the Term Borrowing 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 after the Closing on an Increase Effective Date pursuant to Section 2.01(a)(ii)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. The Borrower may, from time to time, request by notice to the Administrative Agent (x) one on or more increases after January 1, 2019, (A) an increase in the Revolving Credit Facility (each, a “"Revolving Credit Increase”"), (yB) one or more increases an increase in the either Term A Facility (each, a “"Term A Loan Increase"), (C) an increase in the Term B Facility (each, a "Term B Loan Increase"; each Term A Loan Increase and Term B Loan Increase, collectively, referred to as the "Term Loan Increase”) or Increases"), (zD) one or more term A loan tranches to be made available to the Borrower (each, an “"Incremental Term A Loan”") or (E) one or more term B loan tranches to be made available to the Borrower (each, an "Incremental Term B Loan"; each Incremental Term A Loan and Incremental Term B Loan, collectively, referred to as the "Incremental Term Loans"), or (y) on or after the Closing Date, an increase in the Performance Letter of Credit Facility (each, a "Performance Letter of Credit Increase"; each Incremental Term Loan, each Revolving Credit Increase, each Performance Letter of Credit Increase and each Term Loan Increase, collectively, referred to as the “"Incremental Increases”"); provided that (i) the principal amount for all such Performance Letter of Credit Increases shall not exceed $250,000,000; (ii) the principal amount for all such Incremental Increases in the aggregate since the Closing Date other than Performance Letter of Credit Increases (including the then requested Incremental Increasewhich shall be governed by clause (i)) shall not exceed $200,000,000250,000,000; (iiiii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); (iiiiv) no Revolving Credit Increase shall (A) increase the Financial/Commercial Letter of Credit Sublimit or the Aggregate Revolving Credit Commitments without the consent of each L/C Issuer under the Revolving Credit Facility (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers), (B) increase the Letter of Credit Commitment of any L/C Issuer without the consent of such L/C Issuer or (BC) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (ivv) no Performance Letter of Credit Increase shall be effectuated without the consent of each L/C Issuer under the Performance Letter of Credit Facility (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers); (vi) no Incremental Term A Loan shall mature earlier than the latest Maturity Date for either Term A Facility then in effect or have a shorter weighted average life to maturity than the longest remaining weighted average life to maturity of each Term A Facility (or, if applicable, and longer, any prior Incremental Term A Loan); (vii) no Incremental Term B Loan shall mature earlier than the Maturity Date for the Term B Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term FacilityB Facility (or, if applicable, and longer, any prior Incremental Term B Loan); (vviii) 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 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 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, in the case of any Incremental Term B Loan or Term B Loan Increase, if the Applicable Rate in respect of such Incremental Term B Loan or Term B Loan Increase exceeds the Applicable Rate then in effect for the Term B Facility (vior, if applicable, any prior Incremental Term B Loan) by more than 0.50% for each Type of Loan, then the Applicable Rate for the Term B Facility (including any prior Incremental Term B Loan) shall be increased so that the Applicable Rate in respect of the Term B Facility (and any prior Incremental Term B Loan) for each Type of Loan is equal to the Applicable Rate for the Incremental Term B Loan or Term B Loan Increase for each Type of Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.14(a), in determining the Applicable Rate(s) applicable to each Incremental Term B Loans or Term B Loan Increase and the Applicable Rate(s) for the applicable Term B Facility (and any prior Incremental Term B Loan), (1) original issue discount ("OID") or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under such Incremental Term B Loan, Term B Loan Increase or the Term B Facility (and any prior Incremental Term B Loan) in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all interest rate floors shall be included and (3) customary arrangement or commitment fees payable to the Arrangers (or their respective affiliates) in connection with the Term B Facility (and any prior Incremental Term B Loan) or to one or more arrangers (or their affiliates) of any Incremental Term B Loan or Term B Loan Increase shall be excluded; (ix) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than not consistent with the terms and conditions applicable to the applicable Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Loans and the Borrower Borrower; and (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (viix) each Incremental Increase shall constitute Obligations hereunder and 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 Guarantee and Collateral Agreement Guaranty and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders), the Borrower may, may from time to time, request an increase in the Term Facility by notice to an amount (for all such requests) not exceeding $125,000,000 (less the Administrative Agent (x) one or more increases amount of an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches pursuant to be made available to the 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”Section 2.15); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 10,000,000, (or ii) the Borrower may make a lesser maximum of five (less the amount in of any requests to increase the event Revolving Credit Facility pursuant to Section 2.15) such amount represents all remaining availability under this Section); requests, and (iii) no Revolving Credit Increase any new Term Loans shall be on the same terms as the existing Term Loans except that such new Term Loans may have: (Aa) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier pricing that is greater than the Maturity Date pricing for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 existing Term Loans by not more than 0.50% per annum (with any determination thereof taking into consideration any increase in the Lenders providing such Incremental Term Loan) and (B) shall have an Applicable Eurodollar Rate floor or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vi) except as provided aboveoriginal issue discount or upfront or similar fees, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests with each of the existing Lenders, as reasonably foregoing being equated to such pricing in a manner determined by the Administrative AgentAgent and consistent with generally accepted financial practice based on an assumed four-year life to maturity, then but not taking into consideration customary arrangement, structuring, underwriting, commitment or similar fees) unless the Borrower elects to increase the pricing for the existing Term Loans to the extent necessary so that shall constitute the pricing for the new Term Loans is not more than 0.50% per annum higher than the pricing for the existing Term Loans, (b) pricing that is lower than the pricing for the existing Term Loans (with any determination thereof taking into consideration any decrease in the Eurodollar Rate floor or original issue discount or upfront or similar fees, with each of the foregoing being equated to such pricing in a reasonable basis for manner determined by the Administrative Agent and consistent with generally accepted financial practice based on an assumed four-year life to maturity, but not to be satisfied with taking into consideration customary arrangement, structuring, underwriting, commitment or similar fees), and (c) later maturities or less amortization than the existing Term Loans. At the time of sending such terms); notice, the Borrower (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis in consultation with the other Obligations hereunder; and Administrative Agent) shall specify the time period within which each Term Lender is requested to respond (viii) an Incremental Increase may which shall in no event be exercised substantially simultaneously with, but may not be exercised prior to, less than ten Business Days from the earlier date of (A) the end delivery of the Availability Period with respect such notice to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(iiLenders).

Request for Increase. The Borrower Company may, from time to time, request by notice to the Administrative Agent (xi) one or more increases an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (yii) one or more increases an increase in the Term A US Facility (each, a “Term A US Loan Increase”; each Revolving Credit Increase and Term A US), (iii) or an increase in the Term B Loan Facility (zeach, 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 Borrower 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 Facility”), or (iiiTerm 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 A US Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in Increases, together with the aggregate since the Closing Date (including the then requested principal amount of all Incremental Increase) Equivalent Debt incurred pursuant to Section 7.02(r), shall not exceed $200,000,000the Maximum Increase Amount; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or 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 Issuer, (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (BC) 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 the theany then-outstanding Term A US Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of thethan any then-outstanding Term A US Facility; provided that, at the option of the Company, (x) up to $200,000,000 of principal amount of Incremental Term FacilityLoans 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 A US Facility 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 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 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 BorrowerCompany; provided that, if the Applicable Rate in respect of any Incremental Term B Loan issued or incurred after the Amendment No. 10 Effective Date and on or prior to the 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 Loan, then the Applicable Rate for the Term B Facility shall be increased so that the Applicable Rate in respect of the Term B Facility for each Type of Term B Loan is equal to the Applicable Rate for the Incremental Term B Loan for each Type of such Incremental Term B Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.16(a), in determining the Applicable Rate(s) applicable to each Incremental Term B Loan and the Applicable Rate(s) for the Term B Facility, (1) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company to the Lenders under such Incremental Term B Loan or the Term B Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all LIBOR floors shall be included and (3) customary arrangement or commitment fees payable to the Arrangers (or their respective affiliates) in connection with the Term B Facility or to one or more arrangers (or their affiliates) of any Incremental Term B Loan shall be excluded; (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than not consistent with the terms and conditions applicable to the Term FacilityA US Facility (in the case of an Incremental Term A US Loan) or Term B US Facility (in the case of an Incremental Term B Loan), shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower Agent (it being understood that if for the avoidance of doubt that, any terms taken as a whole are adverse 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 material interests of Term Loans (other than an “excess cash flow” mandatory prepayment, (which shall be shared no more than ratably with the existing LendersTerm A USB Loans)), maturity and weighted-average life limitations for other Incremental Term Loans and other customary provisions, as reasonably determined agreed by the Administrative Agent, then that shall constitute a reasonable basis for Company and the Administrative Agent not to be satisfied with Lenders providing such termsIncremental Term Loan); and (vii) each Incremental Increase shall constitute Obligations hereunder and 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 and secured pursuant to the Guarantee and Collateral Agreement Guaranty and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an . For the avoidance of doubt, any Incremental Increase may that is secured by the Collateral shall be exercised substantially simultaneously with, but may not be exercised prior to, unsecured upon the earlier occurrence of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)a Collateral Release Event.

Request for Increase. The Borrower may, 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 Agent, if it so agrees, or (ii) any other Person (other than an Affiliate of the Borrower) appointed by the Borrower after consultation with the Administrative Agent; provided that such Person may not be an Affiliate of the Borrower), the “Incremental Arranger”) (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (zy) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase Loan and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in Increase, when combined with the aggregate since principal amount of all Incremental Increases and incurrences of Permitted Pari Passu Notes, Permitted Pari Passu Loans and Permitted Junior Debt pursuant to Section 7.02(w)(A) after the Closing Date (including the then requested Incremental Increase) Restatement Effective Date, shall not exceed $200,000,000the Maximum Increase Amount as of such date (it being understood that the reclassification mechanics set forth in the definition of “Maximum Increase Amount” shall apply to Incremental Increases pursuant to this Section 2.13(a)); (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 10,000,000 (or 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 Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life Weighted Average Life to maturity Maturity than the remaining weighted average life Weighted Average Life to maturity Maturity of the Facility or any other Incremental Term FacilityLoan; (viv) 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(b2.03(b) pro rata with the Term Loans (unless agreed to be paid after the Loans and/or any other Incremental Term Loans by the Lenders providing such Incremental Term Loan) (and any Incremental Term Loans that are junior in right of payment and/or security shall have customary second lien, prepayment, standstill and other provisions, including any applicable intercreditor agreement, in each case reasonably acceptable to the Administrative Agent and the Borrower) and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; provided that, if the All-In Yield in respect of any Incremental Term Loan established on or prior to the date that is twelve months after the Restatement Effective Date exceeds the Applicable Rate then in effect for the Facility by more than 0.50% for each Type of Loan, then the Applicable Rate for the Facility shall be increased so that the Applicable Rate in respect of the Facility for each Type of Loan is equal to the Applicable Rate for the Incremental Term Loan for each Type of Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.13(a), in determining the Applicable Rate(s) applicable to each Incremental Term Loan and the Applicable Rate(s) for the Facility, (vi1) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under such Incremental Term Loan or the Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all LIBOR floors shall be included and (3) customary arrangement, commitment, structuring or underwriting fees payable to the Arrangers (or their respective affiliates) in connection with the Facility or to one or more Incremental Arrangers (or their affiliates) of any Incremental Term Loan shall be excluded; (v) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than not consistent with the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Incremental Arranger, the applicable Lenders providing such Term Loan 66 Increase or Incremental Term Loan and the Borrower, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be materially more restrictive than the corresponding terms set forth 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 changes without the consent of any other person) or (3) consistent with the then-prevailing market convention, as determined in good faith by the Borrower) or (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 junior in right of payment, prepayment, voting and/or security, shall be guaranteed and secured pursuant to the Guaranty and the Collateral Documents (including an Intercreditor Agreement) on a pari passu basis with the other Obligations hereunder; and (viii) the applicable documentation (including amendments to this Agreement and the other Loan Documents) with respect to any Term Loan Increase or Incremental Term Loan shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)Borrower.

Request for Increase. The Borrower may, from time to time, request by Upon written notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility form of Exhibit E (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eachsuch notice, an “Incremental Term LoanLoan Commitment Increase Notice”; ), the Borrower may request the Lenders to increase their Commitments (each an “Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred Commitment”) in an aggregate amount not to as exceed $50,000,000 (the “Incremental IncreasesLoan Amount”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase Loan Commitment shall be in minimum increments of $5,000,000 and in a minimum amount of $25,000,000 (10,000,000 or a such lesser amount in equal to the event such amount represents all remaining availability under this SectionIncremental Loan Amount (each an “Incremental Loan Commitment Increase”); , (iiiii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date request for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase Loan Commitment may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) made after the end of the Availability Period with respect Period, (iii) the Borrower shall provide to the Term Facility Lenders such information that is reasonably required by the Lenders to evaluate the request for an Incremental Loan Commitment and (Biv) on the date of any request by the Term Borrowing made Borrower for an Incremental Loan Commitment Increase the conditions set forth in Section 2.10(e)(i), (ii), (iii) and (iv) 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 Closing Date pursuant date of such notice. Any Incremental Loan Commitment shall be a commitment to Section 2.01(a)(ii)make loans with the same principal terms as the Loans, including the same interest rate, Applicable Margin and maturity date.

Request for Increase. The Borrower mayProvided there exists no Default, from time to time, request by upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time after the date hereof request (x) one or more increases in the Revolving Credit Facility Dollar Commitments (which increase may take the form of one or more new revolving tranches) (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Dollar Commitment Increase”) or and/or (zy) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase Loan and each Term Loan Dollar Commitment Increase, collectively, referred to as the “Incremental Increases”); ) provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Effective Date (including the then requested Incremental Increase) shall not exceed $200,000,0001,000,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); (iii) there shall be no Revolving Credit Increase shall more than five (A5) increase such requests during the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lenderterm hereof; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall have an Applicable Rate or pricing grid grid, maturity date, mandatory prepayments and an amortization schedule as 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, all other terms and conditions applicable with respect to any Term Loan Increase or Incremental Term Loan, to this Agreement and the extent more restrictive than the terms other Loan Documents may be amended, in form and conditions applicable to the Term Facility, shall be substance reasonably satisfactory to the Administrative Agent, the applicable Lenders Borrower and the lenders providing such Term Loan Increase or Incremental Term Loan (and no other Lenders), to the Borrower (it being understood extent necessary to include such terms as are customary for a term loan commitment, including assignments and voting provisions; provided that if any the terms taken as a whole (excluding interest rate, interest rate margin, fees and other pricing terms) are adverse materially more favorable to the material interests of applicable lenders providing such Incremental Term Loan than terms applicable under this Agreement and the existing Lendersother Loan Documents (immediately prior to such amendment), as reasonably determined by the Administrative AgentAgent in consultation with the Borrower, then that such terms shall constitute a reasonable basis be added for the Administrative Agent not benefit of all the Lenders hereunder (except to be satisfied with the extent such termsterms apply only after the latest Maturity Date prior to such Incremental Term Loan); and (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed unsecured and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents unguaranteed (unless any security or guarantee is provided for all Obligations hereunder on a pari passu basis basis). 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 Borrower (in consultation with the other Obligations hereunder; and (viiiAdministrative Agent) an shall specify whether such Incremental Increase may be exercised substantially simultaneously withis being offered to existing Lenders and, but may not be exercised prior toif so, the earlier of time period within which each Lender is requested to respond (Awhich shall in no event be less than ten (10) the end of the Availability Period with respect to the Term Facility and (B) Business Days from the date of delivery of such notice to the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(iiLenders).

Request for Increase. The Borrower Company may, from time to time, request by notice to the Administrative Agent (xi) one or more increases an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (yii) one or more increases an increase in the 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; each Revolving Credit Increase and Term A US Loan Increase, an “Incremental Facility”), or (ziii) one or more term 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 LoansLoan”; each Incremental Term Loan, each Revolving Credit Increase and each Term A US Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in Increases, together with the aggregate since the Closing Date (including the then requested principal amount of all Incremental Increase) Equivalent Debt incurred pursuant to Section 7.02(r), shall not exceed $200,000,000the Maximum Increase Amount; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section)) and no more than five Incremental Increases may be effectuated during the term of this Agreement; (iii) no Revolving Credit Increase shall (A) be effectuatedincrease 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 applicable L/C Issuer that is a Revolving Credit Lender (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or ), (BBL/C Issuer, (C) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (CD) increase the Designated Borrower Sublimit without the consent of the Required Revolving Lenders, or (DE) 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 LoanA US 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 LoanA US Facility; provided that, at the option of the Company, (x) up to $500,000,000200,000,000 of principal amount of Incremental Term A US Loans, Incremental Term A CAD Loans and Incremental Term A AUD LoansEquivalent 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 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; (viA US Facility 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 provided below) (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 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 BorrowerCompany; provided that, if the Applicable Rate in respect of any Incremental Term B Loan or Term B Loan Increase exceeds the Applicable Rate then in effect for the Term B Facility by more than 0.50% for each Type of Loan, then the Applicable Rate for the Term B Facility shall be increased so that the Applicable Rate in respect of the Term B Facility for each Type of Loan is equal to the Applicable Rate for the Incremental Term B Loan or Term B Loan Increase for each Type of Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.16(a), in determining the Applicable Rate(s) applicable to each Incremental Term B Loan or Term B Loan Increase and the Applicable Rate(s) for the applicable Term B Facility, (1) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company to the Lenders under such Incremental Term B Loan, Term B Loan Increase or the Term B Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all LIBOR floors shall be included and (3) customary arrangement or commitment fees payable to the Arrangers (or their respective affiliates) in connection with the Term B Facility or to one or more arrangers (or their affiliates) of any Incremental Term B Loan or Term B Loan Increase shall be excluded; (vivii) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than not consistent with the terms and conditions applicable to the applicable Term LoanA US Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if for the avoidance of doubt that, any terms taken as a whole are adverse Incremental Term Loan may add “most favored nation” pricing protection with respect to future Incremental Term Loans, any mandatory prepayments, which, other than an “excess cash flow” mandatory prepayment, shall be shared no more than ratably with the material interests of the existing LendersTerm A US Loans, maturity and weighted-average life limitations for other Incremental Term Loans and other customary provisions, as reasonably determined agreed by the Administrative Agent, then that shall constitute a reasonable basis for Company and the Administrative Agent not to be satisfied with Lenders providing such termsIncremental Term Loans and the CompanyLoan); and (viiviii) each Incremental Increase shall constitute Obligations hereunder and 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 and secured pursuant to the Guarantee and Collateral Agreement Guaranty and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an . For the avoidance of doubt, any Incremental Increase may that is secured by the Collateral shall be exercised substantially simultaneously with, but may not be exercised prior to, unsecured upon the earlier occurrence of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)a Collateral Release Event.

Request for Increase. The Borrower mayProvided that no Default or Event of Default exists or would result therefrom (or, from time in the case of any Incremental Term Facility, the proceeds of which will be used to timefinance a Limited Condition Acquisition, request provided that no Default or Event of Default under Section 9.01(a), (f) or (g) exists or would result therefrom), upon at least ten (10) Business Days’ (or such shorter period agreed to by the Administrative Agent in its sole discretion) notice to the Administrative Agent (xwhich shall promptly notify the Lenders), the Company may from time to time prior to the Maturity Date, request (A) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more new tranches of term loan tranches to be made available to the Borrower facilities (eachany such new tranche, an “Incremental Term LoanFacility”, any loans made pursuant to an Incremental Term Facility, “Incremental Term Loans”, and the commitments in respect of the Incremental Term Loans, the “Incremental Term Commitments”) and/or (B) an increase in the aggregate amount of the Revolving Commitments (any such increased Revolving Commitments, an “Additional Revolving Commitment” and any loans made in respect thereof, “Additional Revolving Loans”; each the Additional Revolving Loans with the Incremental Term Loan, each Revolving Credit Increase and each Term Loan IncreaseLoans, collectively, referred to as the “Incremental IncreasesLoans”; and the Additional Revolving Commitments, collectively with any Incremental Term Commitments, the “Incremental Commitments”), in the case of all Incremental Commitments, in aggregate total principal amount not to exceed (A) the sum of (x) $100,000,000 minus (y) Incremental Loans previously incurred pursuant to clause (x) above plus (z) all voluntary prepayments of any then existing Incremental Term Facility and commitment reductions under the Revolving Credit Facility, as applicable, prior to the date of such incurrence, but not to exceed $100,000,000 in the aggregate under this clause (A), plus (B) additional amounts so long as after giving effect thereto (and assuming the Commitments are fully drawn) the Consolidated Total Leverage Ratio is not greater than 3.50 to 1.0; provided that (i) the principal any such request for an Incremental Term Facility shall be in a minimum amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed of $200,000,00025,000,000); (ii) any such request for an Incremental Increase Additional Revolving Commitment shall be in a minimum amount of $25,000,000 5,000,000; (ii) the Incremental Commitments shall be provided by one or a lesser amount in more Eligible Assignees acceptable to the event such amount represents all remaining availability under this Section)Company; and (iii) no Revolving Credit Increase Lender shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only be required to certain L/C Issuers pursuant to their agreement, such L/C Issuers) provide any or (B) increase the Swing Line Sublimit without the consent all of the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)Commitments.

Request for Increase. The Upon written notice to the Administrative Agent, the Parent Borrower may, may from time to time, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,000,000,000 in the aggregate after giving effect to such increase by notice to the Administrative Agent (x) one or more increases requesting an increase in the Revolving Credit Facility (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such increase, an “Incremental Term LoanIncrease”) or establishing a new (or increasing an existing) tranche of pari passu term facility (each an “Incremental Term Loan Facility”; each Incremental Term LoanLoan Facility, each Incremental Revolving Credit Increase and each Term Loan Increase, collectively, and Incremental Term Increase are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 (or a any lesser amount in the event if such amount represents all remaining availability under this Section); the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree, (ii) the maturity date of any Incremental Revolving Increase shall be no earlier than the Revolver Maturity Date in effect at such time and the maturity date of any Incremental Term Increase and any Incremental Term Loan Facility shall be no earlier than the Term Loan Maturity Date in effect at such time, (iii) no Revolving Credit Increase except in the case of an Incremental Term Loan Facility, each such Incremental Facility shall (A) increase be on the Letter of Credit Sublimit without same terms as the consent of each L/C Issuer (orFacility being increased, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; and (iv) no Incremental Term Loan shall mature earlier the conditions to the making of a Credit Extension set forth in Section 4.02 (other than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B4.02(c)) shall have an Applicable Rate be satisfied or pricing grid as determined by waived. At the Lenders providing time of sending such Incremental Term Loans and notice, the Borrower; Parent Borrower (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to in consultation with the Administrative Agent, ) shall specify the applicable Lenders providing such time period within which each Revolving Lender or Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing LendersLender, as reasonably determined by the Administrative Agentapplicable, then that is requested to respond (which shall constitute a reasonable basis for the Administrative Agent not to in no event be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) less than ten Business Days from the date of delivery of such notice to the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(iiapplicable Lenders).

Request for Increase. The Borrower mayProvided there exists no Default, from time to time, request by upon written notice to the Administrative Agent (x) one or more increases Agent, the Borrower may, at any time and from time to time after the Second Amendment Effective Date, request to increase the aggregate amount of the Facilities to an amount not exceeding $1,750,000,0001,500,000,000 by requesting an increase in the Revolving Credit Facility (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such increase, an “Incremental Term LoanIncrease”) or establishing a new (or increasing an existing) tranche of pari passu term facility (each an “Incremental Term Loan Facility”; each Incremental Term Loan, each Revolving Credit Increase Loan Facility and each Term Loan Incremental Revolving Increase, collectively, and Incremental Term Increase are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) except in the principal amount for all case of an Incremental Term Loan Facility, each such Incremental Increases in Facility shall be on the aggregate since the Closing Date same terms (including maturity date) as the then requested Incremental Increase) shall not exceed $200,000,000; Facility being increased, (ii) any such request for an Incremental Increase shall be in a minimum amount the terms and conditions of $25,000,000 (or 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 Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall Facility, subject to clause (Aiii) rank pari passu in right of paymentthe last proviso to Section 10.01, prepaymentif applicable, 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 will be paid after the Term Loans determined by the Lenders providing Borrower and the lenders under such Incremental Term LoanLoan 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, such consent, subject to clause (iii) of the last proviso to Section 10.01, not to be unreasonably withheld, conditioned or delayed, and (iii) the conditions to the making of a Credit Extension set forth in Section 4.02 (other than Section 4.02(c) and (Bd)) shall have 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 Applicable Rate Incremental Revolving Increase, an Incremental Term Increase or pricing grid as determined by an Incremental Term Loan Facility, (ii) if it proposes an Incremental Term Loan Facility, the Lenders providing proposed terms thereof and (iii) the identity of each Lender and each Eligible Assignee that it has approached or proposes to approach to provide all or a portion of such Incremental Term Loans and the Borrower; Facility (vi) except as provided above, all other terms and conditions applicable subject in each case to any Term Loan Increase requisite consents required under Section 10.06). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or Incremental Term Loannot it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the extent more restrictive than the terms and conditions applicable facility offered to the Term Facility, it. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Eligible Assignee providing any portion of the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Agent and its counsel (a “New Lender Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests and each Lender of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not ’ responses to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations request made hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower mayProvided there exists no Event of Default or Potential Default, from time and subject to timecompliance with the terms of this Section 2.16, request the Borrowers may by notice delivering to the Administrative Agent (x) one or more Bank an Uncommitted Tranche Request, request temporary increases in the Revolving Credit Facility Maximum Commitment, which increases shall be effectuated in separate uncommitted tranches (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such temporary increase, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Uncommitted Increase and each Term Loan Increase, collectively, referred to as the “Incremental IncreasesTranche”); provided that (i) the principal amount for all each such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Uncommitted Increase Tranche shall be in a minimum amount of $25,000,000 (10,000,000 and in $2,500,000 increments thereof, or a such 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 Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without which the consent of the Swing Line Lender; Administrative Bank has been obtained (each such increase, shall be referred to herein as an “Uncommitted Increase”), (ii) the Maximum Commitment as increased by (A) any 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 one time, (iii) there shall be no more than three (3) Uncommitted Increase Tranches outstanding at any one time and (iv) no Incremental Term Loan Uncommitted Increase Loans shall mature earlier than be funded until such time as the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) Borrower shall have drawn Loans in 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 any Term Loan Increase or Incremental Term Loan, amount up to the extent more restrictive than Maximum Commitment pursuant Section 2.15 hereof. For the avoidance of doubt, any Uncommitted Increase will be on the same terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period contained herein with respect to the Term Facility and (B) Credit Facility; provided that in the case of any Uncommitted Increase Tranche, the Uncommitted Increase Maturity Date of such 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 case of any Uncommitted Increase Loan under any Uncommitted Increase Tranche, the stated maturity date of any such Uncommitted Increase Loan shall be on or prior to the Term Borrowing made after last day of the Closing calendar quarter in which such Uncommitted Increase Loan is funded, and any such Uncommitted Increase Maturity Date pursuant for an Uncommitted Increase Tranche shall occur on or prior to Section 2.01(a)(ii).the Stated Maturity Date..

Request for Increase. The Borrower At any time after the Closing Date, upon written notice to the Administrative Agent, the US Borrowers, or the Canadian Borrowers, as applicable, may, from time to time, request by notice (i) one or more incremental term loans, including a borrowing of an additional term loan, the principal amount of which will be added to the Administrative Agent tranche of Term Loan with the latest maturity date (xan “Incremental Term Loan”) or (ii) one or more increases in the Revolving Credit Facility Commitments (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Revolving Credit Facility Increase” and, together with the initial principal amount of the Incremental Term LoanLoans, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (iA) the aggregate principal amount for all such Incremental Increases in the aggregate since and Incremental Equivalent Indebtedness incurred after the Closing Date (including the then requested Incremental Increase) shall not exceed the sum of (1) the greater of $200,000,000; 300,000,000 and Consolidated EBITDA as of the most recently ended four consecutive fiscal quarter period for which financial statements and the related Officer’s Compliance Certificate have been delivered pursuant to Sections 8.1(a) or (iib) and 8.2(a) plus (2) an amount which, after giving pro forma effect to such Incremental Increase and/or Incremental Equivalent Indebtedness (assuming that the entire Incremental Increase and/or Incremental Equivalent Indebtedness is funded on the effective date thereof and after giving effect to the use of proceeds thereof and any permanent repayment of Indebtedness in connection therewith) pursuant to this clause (2), would not cause the Consolidated Net Leverage Ratio, as of the most recently ended four consecutive fiscal quarter period for which financial statements and the related Officer’s Compliance Certificate have been delivered pursuant to Sections 8.1(a) or (b) and 8.2(a) (or in the case of any Incremental Term Loan, the proceeds of which will finance a substantially concurrent Limited Condition Acquisition, as of the LCA Test Date), to exceed 4.00 to 1.00 (in each case, as demonstrated by Centuri in a written certification to the Administrative Agent), (B) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 5,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); (iiiC$5,000,000) no for any Incremental Term Loan and $5,000,000 for any Incremental Revolving Credit Facility Increase shall or, if less, the remaining amount permitted pursuant to the foregoing clause (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer and (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (ivC) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect Lender will be required or have a shorter weighted average life otherwise obligated to maturity than the remaining weighted average life to maturity provide any portion of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Increase. Incremental Term Loans and the Borrower; (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, may be made to the extent more restrictive than the terms and conditions applicable US Borrowers in Dollars or to the Term Facility, shall be reasonably satisfactory to Canadian Borrowers in Canadian Dollars. Unless the applicable Borrower otherwise notifies the Administrative Agent, if all or any portion of any Incremental Increases or Incremental Equivalent Indebtedness would be permitted under clause (A)(2) above on the applicable Lenders providing date of incurrence, such Term Loan Increase 90 146960219_6 Incremental Increases or Incremental Term Loan and Equivalent Indebtedness (or the Borrower relevant portion thereof) shall be deemed to have been incurred in reliance on clause (it being understood that if any terms taken as a whole are adverse A)(2) above prior to the material interests utilization of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); any amount available under clause (viiA)(1) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)above.

Request for Increase. The Borrower mayProvided there exists no Default, upon written notice to the Administrative Agent, the Company, may from time to time, request elect to increase the Facilities to an amount not exceeding the Dollar Equivalent of $2,350,000,000 (as determined by notice to the Administrative Agent (xon the applicable Increase Effective Date) one or more increases in by increasing the Revolving Credit Facility (eachand/or the Term Facility 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 “Revolving Credit Increase”), (y) one or more increases in new term facility on substantially the same terms as the Term Facility (each, a and after the Increase Effective Date with respect thereto all references to the “Term Facility” herein and in any other Loan Increase”) or Documents shall mean such new term facility (z) one or more term loan tranches to be made available to the 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 IncreasesNew Term Facility”)); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 (or a lesser whole multiple of $5,000,000 in excess thereof, or such other amount agreed to 63861415 by the Company and the Administrative Agent. In such written notice, the Company shall specify the Facility that it proposes to increase, the currency it proposes to borrow in the event case of an increase in the Delayed Draw Term Facility (which shall be Dollars, Euro or Sterling) and the identity of each Appropriate Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such amount represents all remaining availability increase (subject in each case to any requisite consents required under this SectionSection 11.06); provided, however, that (iiii) no any existing Appropriate Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable Facility offered to it (and any Lender that has failed to respond to any such request shall be deemed to have declined to increase its Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (orCommitment, if such increase applies only to certain L/C Issuers pursuant to their agreementTerm Commitment or Delayed Draw Term Commitment, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 Loanas applicable) and (Bii) any Eligible Assignee providing any portion of such increase in the applicable Facility that is not an existing Lender shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans become a Lender pursuant to a joinder agreement in form and the Borrower; (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be substance reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Agent and the Borrower its counsel (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii“New Lender Joinder Agreement”).

Request for Increase. The Borrower mayAfter the Initial Closing Date, from time to time, request by upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may from time to time, (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases request an increase in the Term Facility Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each, each a “Term Loan Commitment Increase”) or (z) one or more term loan tranches to be made available to the Borrower Borrowers and (each, y) request an “Incremental Term Loan”; each Incremental Term Loan, each increase in the Revolving Credit Increase and Commitments which may be under a new revolving credit facility or may be part of an existing Class of Revolving Credit Commitments (each Term Loan a “Revolving Credit Commitment Increase”) to be made available to the Borrowers; provided, collectivelyin either case, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Term Commitment Increase shall be in a minimum amount of $25,000,000 5,000,000 or increments of $1,000,000 in excess thereof; (ii) any such Revolving Credit Commitment Increase shall be in a minimum amount of $2,000,000 or a lesser amount increments of $1,000,000 in the event such amount represents all remaining availability under this Section)excess thereof; (iii) no the scheduled maturity date of any such Term Commitment Increase and/or Revolving Credit Commitment Increase shall (A) increase be no earlier than the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent Scheduled Maturity Date of the Swing Line LenderTerm Facility and/or Revolving Credit Facility, as applicable; (iv) no the Weighted Average Life to Maturity of any incremental term loans pursuant to a Term Commitment Increase (each an “Incremental Term Loan Loan”) shall mature earlier be no shorter than the remaining Weighted Average Life to Maturity Date for of the Term Facility then in effect or have a shorter weighted average life to maturity than at the remaining weighted average life to maturity time of the closing of such Term FacilityCommitment Increase; (v) each 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 Loan Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 50 basis points (Athe 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) rank pari passu in right of payment, prepayment, voting and/or security with the Borrowers may increase the Effective Yield on the existing 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 Facility by the Lenders providing Yield Differential, effective upon the making of such Incremental Term Loan) and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vi) except as provided above, all other the terms of any such Commitment Increase shall be substantially consistent with terms and conditions applicable pursuant to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions documentation applicable to the Term Facility or the Revolving Credit Facility, shall be as applicable (but excluding any terms applicable after the Scheduled Maturity Date of the Term Facility or Revolving Credit Facility, as applicable) (except to the extent permitted under this Section 2.14 or otherwise as set forth herein), or as otherwise mutually reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Agent and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms)Borrowers; (vii) each Incremental any Commitment Increase shall constitute Obligations hereunder and shall may be guaranteed and secured pursuant available in Dollars or any other currency reasonably acceptable to the Guarantee and Collateral Agreement Administrative Agent and the other Collateral Documents on a pari passu basis with the other Obligations hereunderLenders providing such Commitment Increase; and (viii) an the obligations in respect of any Incremental Increase may be exercised substantially simultaneously with, but may Loans shall not be exercised prior tosecured 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, the earlier as applicable, shall be designated a separate Class of (A) the end Incremental Commitments for all purposes of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)this Agreement.

Request for Increase. The Borrower Company may, from time to time, request by notice to the Administrative Agent (xi) one or more increases an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (yii) one or more increases an increase in the Term A US Facility (each, a “Term A US Loan Increase”), (iii) or an increase in the Term B Loan Facility (zeach, 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 Borrower 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 Incremental Increases in Increases, together with the aggregate since the Closing Date (including the then requested principal amount of all Incremental Increase) Equivalent Debt incurred pursuant to Section 7.02(r), shall not exceed $200,000,000the Maximum Increase Amount; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 50,000,000 (or 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 Issuer, (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (BC) 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 the any then-outstanding Term Facility then in effect 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 FacilityLoans 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 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 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 BorrowerCompany; provided that, if the Applicable Rate in respect of any Incremental Term B Loan issued or incurred after the Amendment No. 10 Effective Date and on or prior to the 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 Loan, then the Applicable Rate for the Term B Facility shall be increased so that the Applicable Rate in respect of the Term B Facility for each Type of Term B Loan is equal to the Applicable Rate for the Incremental Term B Loan for each Type of such Incremental Term B Loan minus 0.50%; provided, further, solely for the purposes of this Section 2.16(a), in determining the Applicable Rate(s) applicable to each Incremental Term B Loan and the Applicable Rate(s) for the Term B Facility, (1) original issue discount (“OID”) or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Company to the Lenders under such Incremental Term B Loan or the Term B Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all LIBORTerm SOFR floors shall be included and (3) customary arrangement or commitment fees payable to the Arrangers (or their respective affiliates) in connection with the Term B Facility or to one or more arrangers (or their affiliates) of any Incremental Term B Loan shall be excluded; (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than not consistent with the terms and conditions applicable to the Term FacilityA US Facility (in the case of an Incremental Term A US Loan) or Term B US Facility (in the case of an Incremental Term B Loan), shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower Agent (it being understood that if for the avoidance of doubt that, any terms taken as a whole are adverse 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 material interests of Term Loans (other than an “excess cash flow” mandatory prepayment (which shall be shared no more than ratably with the existing LendersTerm B Loans)), maturity and weighted-average life limitations for other Incremental Term Loans and other customary provisions, as reasonably determined agreed by the Administrative Agent, then that shall constitute a reasonable basis for Company and the Administrative Agent not to be satisfied with Lenders providing such termsIncremental Term Loan); and (vii) each Incremental Increase shall constitute Obligations hereunder and 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 and secured pursuant to the Guarantee and Collateral Agreement Guaranty and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an . For the avoidance of doubt, any Incremental Increase may that is secured by the Collateral shall be exercised substantially simultaneously with, but may not be exercised prior to, unsecured upon the earlier occurrence of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)a Collateral Release Event.

Request for Increase. The Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower may, may from time to 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 notice to the Administrative Agent (x) one or more increases requesting an increase in the Revolving Credit Facility (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Closing Date Term Facility (eacheach such increase, a an “Incremental Term Loan Increase”) or establishing a new (zor increasing an existing) one or more tranche of pari passu term loan tranches to be made available to the Borrower loans (each, each an “Incremental Term LoanLoan Facility”; each Incremental Term LoanLoan Facility, each Incremental Revolving Credit Increase Increase, and each Incremental Term Loan Increase, collectively, Increase are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 (or a any lesser amount in the event if such amount represents all remaining availability under this Sectionthe aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree); , (ii) the Borrower may make a maximum of three such requests, (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or[reserved], if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no all Incremental Revolving Increases and Incremental Term Loan Increases shall mature earlier than be on the Maturity Date for same terms as the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; being increased, and (v) each all incremental commitments and loans provided as part of an Incremental Term Loan Facility shall (A) rank pari passu 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 be on terms agreed to be paid after by the Term Loans by Borrower and the Lenders providing such Incremental Term LoanLoan Facility, provided, that if the terms of such Incremental Term Loan Facility (other than pricing, optional prepayment, amortization and final maturity) are not the same as the terms of the Closing Date Term Facility or a then existing Incremental Term Loan Facility, such new Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent and (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).such

Request for Increase. The Borrower may, from At any time to time, request by notice prior to the Administrative Agent (x) one or more increases then applicable Maturity Date, the Borrowers shall have the right to request an increase in the Aggregate Revolving Credit Facility Commitments (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) add one or more tranches of term loan tranches to be made available to the Borrower loans (each, each an “Incremental Term LoanLoan Facility”; each Incremental Term Loan, each Revolving Credit Increase Loan Facility and each Term Loan Increase, collectively, Incremental Revolving Increase are collectively referred to as the “Incremental IncreasesFacilities”) in an aggregate amount of up to FIVE HUNDRED MILLION DOLLARS ($500,000,000); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; no Default has occurred and is continuing, (ii) any such request for an Incremental Increase shall each 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 a lesser amount in such other amounts as are agreed to by the event such amount represents all remaining availability under this SectionParent Borrower and the Administrative Agent); , (iii) no the maturity date of any Incremental Revolving Credit Increase shall (A) increase be no later than the Letter Revolving Maturity Date, the maturity date of Credit Sublimit without any Incremental Term Loan Facility shall be no later than the consent of each L/C Issuer (orTerm A Maturity Date or Term B Maturity Date, if such increase applies only to certain L/C Issuers pursuant to their agreementas applicable, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; and (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, making of a Credit Extension set forth in Section 4.02 shall be reasonably satisfactory to satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender, the applicable Lenders providing such Term Loan Increase A Lender or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing LendersB Lender, as reasonably determined by the Administrative Agentapplicable, then that is requested to respond (which shall constitute a reasonable basis for the Administrative Agent not to in no event be satisfied with such terms); less than ten (vii10) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) Business Days from the date of delivery of such notice to the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(iiapplicable Lenders).

Request for Increase. The Borrower mayProvided there exists no Default, upon written notice to the Administrative Agent, the Borrower, may from time to 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 notice to the Administrative Agent (x) one or more increases requesting an increase in the Revolving Credit Facility (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) and/or the addition of one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more new pari passu tranches of term loan tranches to be made available to the Borrower loans (each, an “Incremental Term LoanLoan Facility”), and/or an increase in any then existing Incremental Term Loan Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Term LoanRevolving Increase, each Revolving Credit Increase and each Incremental Term Loan Increase, collectively, Facility and Incremental Term Loan Increase are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 (10,000,000, or a such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) except in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the Letter case of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no a newly established Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each , all Incremental Revolving Increases and Incremental Term Loan Increases shall (A) rank pari passu in right be on the same terms as the Facility being increased and all incremental commitments and loans provided as part of payment, prepayment, voting and/or security with the a newly established Incremental Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless Loan Facility shall be on terms agreed to be paid after by the Term Loans by Borrower and the Lenders providing such Incremental Term Loan) and (B) shall have an Applicable Rate or pricing grid as determined by Loan Facility; provided, that if the Lenders providing terms of such Incremental Term Loans and Loan Facility (other than final maturity) are not the Borrower; (vi) except same as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or of a then existing Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior toFacility, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).71

Request for Increase. The Borrower mayProvided there exists no Default, from time to time, request by upon written notice to the Administrative Agent (x) one or more increases Agent, the Borrower may from time to time after the Closing Date, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,500,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (eacheach such increase, a an 76 “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Term A-1 Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such increase, an “Incremental Term LoanA-1 Increase”; ), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term Loan, each Revolving Credit Increase and each Term Loan A-2 Increase, collectively, referred to as the “Incremental Increases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (or 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 Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term A-2 Facility, establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (Biii) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, the operational, technical and administrative provisions of such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (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 Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of the Term Borrowing made after the Closing Date pursuant delivery of such notice to Section 2.01(a)(iisuch Lenders).

Request for Increase. The Borrower may, at any time and from time to time, request request, by notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the 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 in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (or 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 Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Administrative Agent’s approval of an increase of the Aggregate Commitment (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 Aggregate Commitment may be so increased (up to the amount of such approved Commitment Increase) by having one or more New Lenders providing such Term Loan increase the amount of their then existing Commitments or become Lenders. Any Commitment Increase or Incremental Term Loan shall be subject to the following limitations and conditions: (i) any increase (in the aggregate) in the Aggregate Commitment and the amount (in the aggregate) of any new Commitment and/or any amount (in the aggregate) of any increase in the Commitment of any New Lender, shall not be less than $5,000,000 (and shall be in integral multiples of $1,000,000 if in excess thereof); (ii) no Commitment Increase pursuant to this Section 2.17 shall increase the Aggregate Commitment to an amount in excess of $3,200,000,000; (iii) the Borrower and each New Lender shall have executed and delivered a commitment and acceptance (it being understood that if any terms taken as a whole are adverse the “Commitment and Acceptance”) substantially in the form of Exhibit G hereto, and the Administrative Agent shall have accepted and executed the same; (iv) the Borrower shall have executed and delivered to the material interests Administrative Agent such Note or Notes as any such New Lender shall request to reflect such Commitment Increase; (v) the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 5.01 modified to apply to the Commitment Increase and each Note and Commitment and Acceptance executed and delivered in connection therewith); (vi) the 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 Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Commitment Increase. The form and substance of the existing Lenders, as reasonably determined by documents required under clauses (iii) through (vii) above shall be fully acceptable to the Administrative Agent, then that shall constitute a reasonable basis for the . The Administrative Agent not shall provide written notice to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end all of the Availability Period with respect to the Term Facility and (B) the date Lenders hereunder of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)any Commitment Increase.

Request for Increase. The Borrower mayAt any time prior to the applicable Maturity Date, from time to time, request by upon written notice to the Administrative Agent (x) one or more increases by the Borrower, the Borrower shall have the right to request an increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases aggregate amount of the Term Facilities to an amount not exceeding $1,500,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Term A-1 Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such increase, an “Incremental Term LoanA-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an 39 existing) tranche of pari passu term loans (each an “Incremental Term Loan Facility”; each Incremental Term LoanLoan Facility, each Revolving Credit Incremental Term A-1 Increase and each Incremental Term Loan Increase, collectively, A-2 Increase are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; no Default has occurred and is continuing, (ii) any such request for an each Incremental Increase shall 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 a lesser amount in such other amounts as are agreed to by the event such amount represents all remaining availability under this SectionBorrower and the Administrative Agent); , (iii) no Revolving Credit Increase all Incremental Term A-1 Increases and Incremental Term A-2 Increases shall (A) increase be on the Letter of Credit Sublimit without same terms as the consent of each L/C Issuer (orFacility being increased, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no all incremental commitments and loans provided as part of an Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life shall, subject to maturity than the remaining weighted average life to maturity clause (i) of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu in right of paymentsecond proviso to Section 10.01, 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 be on terms agreed to be paid after by the Term Loans by Borrower and the Lenders providing such Incremental Term LoanLoan Facility, provided, that (x) the final maturity date of an Incremental Term Loan Facility may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (By) shall have an Applicable Rate or pricing grid as determined by if the Lenders providing terms of such Incremental Term Loans and Loan Facility (other than final maturity) are not the Borrower; (vi) except same as provided abovethe terms of the Term A-1 Facility, all other terms and conditions applicable to any the Term A-2 Facility or a then existing Incremental Term Loan Increase or Facility, such new Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, Loan Facility shall be on terms reasonably satisfactory acceptable to the Administrative Agent, and (v) the applicable Lenders providing conditions to the making of a Borrowing set forth in clause (e) of this Section 2.16 shall be satisfied or waived. At the time of sending notice to the Administrative Agent of the exercise of such Term Loan Increase or Incremental Term Loan and right, the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by in consultation with the Administrative Agent, then that ) shall constitute a reasonable basis for specify the Administrative Agent not time period within which each Lender is requested to respond (which shall in no event be satisfied with such terms); less than ten (vii10) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) Business Days from the date of delivery of such notice to the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(iiLenders).

Request for Increase. The Borrower mayProvided there exists no Default, from time to time, request by upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time after the date hereof request (x) one or more increases in the Revolving Credit Facility Dollar Commitments (which increase may take the form of one or more new revolving tranches) (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Dollar Commitment Increase”) or and/or (zy) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Incremental Term Loan, each Revolving Credit Increase Loan and each Term Loan Dollar Commitment Increase, collectively, referred to as the “Incremental Increases”); ) provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Effective Date (including the then requested Incremental Increase) shall not exceed $200,000,0001,000,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); (iii) there shall be no Revolving Credit Increase shall more than five (A5) increase such requests during the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lenderterm hereof; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall have an Applicable Rate or pricing grid grid, maturity date, mandatory prepayments and an amortization schedule as 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, all other terms and conditions applicable with respect to any Term Loan Increase or Incremental Term Loan, to this Agreement and the extent more restrictive than the terms other Loan Documents may be amended, in form and conditions applicable to the Term Facility, shall be substance reasonably satisfactory to the Administrative Agent, the applicable Lenders Borrower and the lenders providing such Term Loan Increase or Incremental Term Loan (and no other Lenders), to the Borrower (it being understood extent necessary to include such terms as are customary for a term loan commitment, including assignments and voting provisions; provided that if any the terms taken as a whole (excluding interest rate, interest rate margin, fees and other pricing terms) are adverse materially more favorable to the material interests of applicable lenders providing such Incremental Term Loan than terms applicable under this Agreement and the existing Lendersother Loan Documents (immediately prior to such amendment), as reasonably determined by the Administrative AgentAgent in consultation with the Borrower, then that such terms shall constitute a reasonable basis be added for the Administrative Agent not benefit of all the Lenders hereunder (except to be satisfied with the extent such termsterms apply only after the latest Maturity Date prior to such Incremental Term Loan); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed unsecured and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents unguaranteed (unless any security or guarantee is provided for all Obligations hereunder on a pari passu basis with the other Obligations hereunderbasis); and (viiiix) an Incremental no request for a Dollar Commitment Increase may be exercised substantially simultaneously with, but may not be exercised made prior to, to the earlier of (A) the end of the Availability Period with respect to the Term Facility 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 Term Borrowing made after Delphi Acquisition and notice has been provided to the Closing Date pursuant 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 Section 2.01(a)(iibe) provided by any existing Lender or by other Persons in accordance with subsection (c) below. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify whether such Incremental Increase is being offered to existing Lenders and, if so, the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

Request for Increase. The Borrower may, from At any time to time, request by notice prior to the Administrative Agent (x) one or more increases then applicable Maturity Date, the Borrowers shall have the right to increase the aggregate amount of the Facilities to an amount not exceeding $2,750,000,000 by requesting an increase in the Aggregate Revolving Credit Facility Commitments (eacheach such increase, a an “Incremental Revolving Credit Increase”), (y) one or more increases requesting an increase in the Term A-1 Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (eacheach such increase, an “Incremental Term LoanA-1 Increase”), requesting an increase in the CAD Term Facility (each such increase, an “Incremental CAD Term Increase”), or adding one or more new (or increasing existing) tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term LoanLoan Facility and each Incremental Revolving Increase, each Revolving Credit Incremental Term A-1 Increase and each Incremental CAD Term Loan Increase, collectively, Increase are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; no Default has occurred and is continuing, (ii) any such request for an Incremental Increase shall each 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 a lesser amount in such other amounts as are agreed to by the event such amount represents all remaining availability under this SectionParent Borrower and the Administrative Agent); , (iii) no Revolving Credit Increase except in the case of a newly established Incremental Term Loan Facility, each such Incremental Facility (including any existing Incremental Term Loan Facility) shall (A) increase be on the Letter of Credit Sublimit without same terms as the consent of each L/C Issuer (orFacility being increased, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no all incremental commitments and loans provided as part of a newly established Incremental Term Loan Facility shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 be on terms agreed to be paid after by the Term Loans by Parent Borrower and the Lenders providing such Incremental Term LoanLoan Facility; provided, that if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such new Incremental Term Loan Facility (including currency options) shall be on terms reasonably acceptable to the Administrative Agent and (v) 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. The Borrowers may approach any Lender or any Person that meets the requirements to be an Eligible Assignee to provide all or a portion of an Incremental Facility; provided that (x) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Revolving Lender without the written consent of the Administrative Agent and the Letter of Credit Issuers, in each case, if required pursuant to Section 10.06(b) and (Bz) the Borrowers shall have an Applicable Rate or pricing grid as determined by not be obligated to offer any existing Lender the Lenders providing opportunity to provide any portion of a requested increase. At the time of sending such Incremental Term Loans and notice, the Borrower; Borrowers (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to in consultation with the Administrative Agent, ) shall specify the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and other Persons to be approached and the Borrower time period within which each such Lender and other Person is requested to respond (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that which shall constitute a reasonable basis for the Administrative Agent not to in no event be satisfied with such terms); less than ten (vii10) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) Business Days from the date of the Term Borrowing made after the Closing Date pursuant delivery of such notice to Section 2.01(a)(iisuch Lender or Person).

Request for Increase. The Borrower mayAfter the Initial Closing Date, from time to time, request by upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may from time to time, (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases request an increase in the Term Facility Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each, each a “Term Loan Commitment Increase”) or (z) one or more term loan tranches to be made available to the Borrower Borrowers and (each, an “Incremental Term Loan”y) [reserved]; 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 in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Term Commitment Increase shall be in a minimum amount of $25,000,000 5,000,000 or increments of $1,000,000 in excess thereof; (or a lesser amount in the event such amount represents all remaining availability under this Section)ii) [reserved]; (iii) no Revolving Credit the scheduled maturity date of any such Term Commitment Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) be no Incremental Term Loan shall mature earlier than the Scheduled Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (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) each 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 Loan Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 50 basis points (Athe 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) rank pari passu in right of payment, prepayment, voting and/or security with the Borrowers may increase the Effective Yield on the existing 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 Facility by the Lenders providing Yield Differential, effective upon the making of such Incremental Term Loan) and (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans and the Borrower; (vi) except as provided above, all other the terms of any such Commitment Increase shall be substantially consistent with terms and conditions applicable pursuant to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions documentation applicable to the Term Facility (but excluding any terms applicable after the Scheduled Maturity Date of the Term Facility) (except to the extent permitted under this Section 2.14 or otherwise as set forth herein), shall be or as otherwise mutually reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan Agent and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms)Borrowers; (vii) each Incremental any Commitment Increase shall constitute Obligations hereunder and shall may be guaranteed and secured pursuant available in Dollars or any other currency reasonably acceptable to the Guarantee and Collateral Agreement Administrative Agent and the other Collateral Documents on a pari passu basis with the other Obligations hereunderLenders providing such Commitment Increase; and (viii) an the obligations in respect of any Incremental Increase may be exercised substantially simultaneously with, but may Term Loans shall not be exercised prior to, secured by any Lien on any asset of any Loan Party that does not constitute Collateral. Any Incremental Term Commitments effected through the earlier establishment of (A) the end one or more new 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 the Availability Period with respect to the Term Facility and (B) the date Loans shall be designated a separate Class of the Incremental Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)Commitments for all purposes of this Agreement.

Request for Increase. The Subject to the terms and conditions set forth herein, after the Closing Date, and so long as no Default or Event of Default has occurred and is continuing or would result therefrom, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may, may from time to time, request by notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases that an increase in the Term Facility Commitments under a new term facility (each, each a “Term Loan Commitment Increase”) or (z) one or more term loan tranches to be made available to the 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”)Borrower; provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Term Commitment Increase shall be in a minimum amount of $25,000,000 5,000,000 or increments of $1,000,000 in excess thereof, (or a lesser amount in ii) the event Scheduled Maturity Date of any such amount represents all remaining availability under this Section); Term Commitment Increase shall be no earlier than the Scheduled Maturity Date of the Facility, (iii) no Revolving Credit the incremental term loans (each an “Incremental Term Loan”) made pursuant to a Term Commitment Increase shall be under the same terms and covenants as the other Term Loans extended hereunder, (iv) the proceeds of such Incremental Term Loans shall be used solely to fund the consideration payable by the Borrower in connection with one or more Permitted Acquisitions that are Approved Acquisitions (or, in respect of Incremental Term Loans constituting Permitted Incremental Junior Capex Indebtedness, Approved Expansion Capital Expenditures) and (v) the aggregate amount of such Incremental Term Loans, plus all previous Term Commitment Increases shall not exceed (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or$75,000,000, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase if at the Swing Line Sublimit without the consent time of the Swing Line Lender; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity incurrence of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans loans and the Borrower; (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agentconsummation of such Permitted Acquisition, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower Total Leverage Ratio (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viiiPro Forma Basis) an Incremental Increase may be exercised substantially simultaneously withis less than 5.25:1.00, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)$100,000,000.

Request for Increase. The At any time prior to February 27, 2022 (or, if the Extension Option has been exercised in accordance with Section 2.16, September 27, 2022), the Borrower mayshall have the option to increase the Facility Amount by a maximum aggregate amount of up to $1,000,000,000.00 (the “Increase Option”) to a total Facility Amount of up to $2,400,000,000.00, from time with any such increase being allocated to time, request by notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility and/or the Term Loans in such fashion as the Borrower may elect. The Borrower may exercise the Increase Option at any time and from time to time prior to the date set forth above by providing notice to the Agent (eachwhich shall promptly notify the Lenders); provided, a “Revolving Credit Increase”)however, (ya) one that at the time of the exercise of such option, there is no Default or more Event of Default which shall have occurred and be continuing; (b) in no event shall the existence of this Increase Option be deemed a commitment on the part of the Lenders until such time as such Lender in writing increases its commitment or a new Lender issues a written commitment for any such amounts in excess of the Term then-existing committed Facility Amount, and then in such event, such increase to the Facility Amount shall only be to the extent of the increased commitment or new commitment amounts; (eachc) at the time of sending such notice, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; in consultation with the Agent) shall specify a reasonable time period within which each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred Lender is requested to respond as to whether such Lender agrees to increase the “Incremental Increases”amount of its Commitment in accordance with Section 2.14(b); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (iid) any such request for an Incremental Increase increase shall be in a minimum aggregate amount of $25,000,000 5,000,000.00 with minimum aggregate increments of $5,000,000.00 above that amount, and a maximum aggregate increase of $1,000,000,000.00; and (or a lesser amount in the event such amount represents all remaining availability under this Section); (iiie) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if any such increase applies only shall be integrated into this Agreement and shall be subject to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall 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 same terms and conditions applicable to any Term Loan Increase or Incremental Term Loanas this Agreement, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken except as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to otherwise provided in Section 2.01(a)(ii2.14(e)(vi).

Request for Increase. The Borrower may, from At any time to time, request by notice prior to the Administrative Agent (x) one or more increases then applicable Maturity Date, Borrower shall have the right to increase the aggregate amount of the Facilities to an amount not exceeding $2,500,000,000 by requesting an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) or adding one or more increases in the Term Facility new tranches of term loans (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, each an “Incremental Term LoanLoan Facility”; each Incremental Term Loan, each Revolving Credit Increase Loan Facility and each Term Loan Increase, collectively, Incremental Revolving Increase are collectively referred to as the “Incremental IncreasesFacilities”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; no Default has occurred and is continuing, (ii) any such request for an Incremental Increase shall each 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 a lesser amount in the event such amount represents all remaining availability under this Sectionother amounts as are agreed to by Borrower and Administrative Agent); , (iii) no Revolving Credit Increase except in the case of a newly established Incremental Term Loan Facility, each such Incremental Facility shall (A) increase be on the Letter of Credit Sublimit without same terms as the consent of each L/C Issuer (orAggregate Commitments being increased, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (iv) no all incremental commitments and loans provided as part of a newly established Incremental Term Loan Facility shall mature earlier than the Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 be on terms agreed to be paid after the Term Loans by Borrower and the Lenders providing such Incremental Term LoanLoan Facility; provided, that (x) the final maturity date therefor may not be earlier than the latest Maturity Date (including any extension option) and (By) shall have an Applicable Rate or pricing grid as determined by if the Lenders providing terms of such Incremental Term Loans and Loan Facility (other than final maturity) are not the Borrower; (vi) except same as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or of a then existing Incremental Term Loan Facility, such new Incremental Term Loan Facility shall be on terms reasonably acceptable to Administrative Agent and (v) 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, Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined by the in consultation with Administrative Agent, then that ) shall constitute a reasonable basis for specify the Administrative Agent not time period within which each Lender is requested to respond (which shall in no event be satisfied with such terms); less than ten (vii10) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) Business Days from the date of delivery of such notice to the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(iiapplicable Lenders).

Request for Increase. The Borrower mayProvided there exists no Default, upon written notice to the Administrative Agent, the Parent Borrower, may from time to time, request elect to increase the Facilities to an amount not exceeding the Dollar Equivalent of $2,750,000,0003,050,000,000 (as determined by notice to the Administrative Agent (xon the applicable Increase Effective Date) one or more increases in by increasing the Revolving Credit Facility (eachand/or the Term Facility 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 “Revolving Credit Increase”), (y) one or more increases in new term facility on substantially the same terms as the Term Facility (each, a and after the Increase Effective Date with respect thereto all references to the “Term Facility” herein and in any other Loan Increase”) or Documents shall mean such new term facility (z) one or more term loan tranches to be made available to the 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 IncreasesNew Term Facility”)); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 (or a lesser whole multiple of $5,000,000 in excess thereof, or such other amount agreed to by the Parent Borrower and the Administrative Agent. In such written notice, the 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 event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) case of an increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for in the Term Facility then or the Delayed Draw Term Facility or a New Term Facility (which shall be Dollars, Euro or Sterling) and the identity of each Appropriate Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in effect each case to any requisite consents required under Section 11.06); provided, however, that (i) any existing 92 Appropriate Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable Facility or New Term Facility offered to it (and any Lender that has failed to respond to any such request shall be deemed to have a shorter weighted average life declined to maturity than increase its Revolving Credit Commitment, Term Commitment or Delayed Draw Term Commitment or participate in the remaining weighted average life to maturity of the New Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 Loanas applicable) and (Bii) any Eligible Assignee providing any portion of such increase in the applicable Facility or New Term Facility that is not an existing Lender shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loans become a Lender pursuant to a joinder agreement in form and the Borrower; (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, shall be substance reasonably satisfactory to the Administrative AgentAgent and its counsel (a “New Lender Joinder Agreement”). For the avoidance of doubt, notwithstanding the applicable Lenders providing such Term Loan Increase or Incremental Term Loan foregoing, on and after the Borrower Second Amendment Effective Date, (it being understood that if x) any terms taken as a whole are adverse to the material interests increase of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility shall be in Sterling, (y) any increase of the Delayed Draw Term Facility shall be in Euro, and (Bz) unless and until the date occurrence of the Successor Amendment Effective Date, any New Term Borrowing made after Facility shall be in Sterling or Euro (and not Dollars) and there shall not be any increase in the Closing Date pursuant to Section 2.01(a)(ii)Revolving Credit Facility.

Request for Increase. At any time prior to July 31, 2017, the Borrower shall have the option to increase the aggregate Commitments to a maximum aggregate available amount of $150,000,000.00 (the “Increase Option”). The Borrower may, may exercise the Increase Option at any time and from time to time, request time by providing notice to the Administrative Agent (xwhich shall promptly notify the Lenders); provided, however, (i) one that at the time of each exercise of the Increase Option, there is no Default or more Event of Default which shall have occurred and be continuing; (ii) in no event shall the existence of this Increase Option be deemed a commitment on the part of a Lender until such time as such Lender in writing increases its commitment or a new Lender issues a written commitment for any such amounts in excess of the then-existing committed Loan amount, and then in such event, such increase to the Loan amount shall only be to the extent of the increased commitment or new commitment amounts; (iii) at the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify a reasonable time period within which each Lender is requested to respond as to whether such Lender agrees to increase the amount of its Commitment in accordance with the terms and conditions of Section 2.04(e); (iv) any such increase shall be in minimum increments of $20,000,000.00 and (v) any such increase shall be integrated into this Agreement and shall be subject to the same terms and conditions as this Agreement, except as otherwise provided in Section 2.04(e)(vi); provided, however, at Lead Borrower’s option, Lead Borrower may request that any such requested increase in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in amount of the Term Facility (each, a “Term Loan Increase”) or (z) aggregate Commitments be effected through the addition of one or more term loan tranches commitments (and, in such event, all references in this Section 2.08 to be made available to the 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 any increase in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 Commitments (or a lesser amount in the event such amount represents all remaining availability under this Sectionany Revolving Commitment); (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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) as and (B) shall 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 any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the amount of such increase, mutatis mutandis), subject further, however, (1) to the continued applicability of the terms and conditions applicable provisions of this Section 2.08 and (2) in addition to the Term Facility, shall be reasonably satisfactory to the Administrative Agentitems specified below, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan prior execution and the Borrower (it being understood that if any terms taken as a whole are adverse to the material interests of the existing Lenders, as reasonably determined delivery by the Administrative AgentCredit Parties of such other and further agreements, then that shall constitute a reasonable basis for the instruments, and documents which Administrative Agent not may then require in its sole but reasonable determination to be satisfied with effect any such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to term loan commitment in the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier amount of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)such increase.”

Request for Increase. The Borrower mayAt any time after the Closing Date and prior to the Maturity Date, from time to time, request by upon written notice to the Administrative Agent (x) one or more increases by the Borrower, the Borrower shall have the right to request an increase in the Revolving Credit aggregate amount of the Facility by requesting an increase in any then-existing component of the Facility (eacheach such increase, a an “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Incremental Term Loan Increase”) or (z) and/or the addition of one or more new pari passu term loan tranches to be made available to the Borrower facilities (each, each an “Incremental Term LoanLoan Facility”; each Incremental Term Loan, each Revolving Credit Increase Loan Facility and each Incremental Term Loan Increase, collectively, Increase are collectively referred to as the “Incremental Increases”)) to an amount not exceeding $1,500,000,000 in the aggregate after giving effect to all such Incremental Increases, in which event the Agent will amend Schedule 1 to reflect the increased share of the Facility of each existing Bank, if any, that has agreed in writing to an Incremental Increase and to add any third party financial institution that may have become a party to, and a “Bank” under, this Agreement in connection with an Incremental Increase and the Commitment Percentages of each Bank after giving effect to such Incremental Increase; provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000; (ii) any such request for an each Incremental 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 a lesser amount in such other amounts as are agreed to by the event such amount represents all remaining availability under this SectionBorrower and the Administrative Agent); , (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 Maturity Date for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (vii) each Incremental Term Loan Increase shall be on the same terms (Aincluding the maturity date) rank pari passu in right as a then-existing component of paymentthe Facility, prepayment(iii) the terms and conditions of each Incremental Term Loan Facility shall, voting and/or security with subject to clause (ii) of the Term Loanslast paragraph of §28, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (unless be on terms agreed to be paid after the Term Loans by the Lenders Borrower and the Banks providing such Incremental Term Loan) and (B) shall have an Applicable Rate or pricing grid as determined by Loan Facility and, if the Lenders providing terms of such Incremental Term Loans Loan Facility (other than final maturity) are not the same as the terms of a then-existing component of the Facility, the operational, technical and the Borrower; (vi) except as provided above, all other terms and conditions applicable to any administrative provisions of such Incremental Term Loan Increase or Incremental Term Loan, to the extent more restrictive than the terms and conditions applicable to the Term Facility, Facility shall be on terms reasonably satisfactory acceptable to the Administrative Agent. The Borrower may approach any Bank or any Person that meets the requirements to be an Eligible Assignee to provide all or a portion of the requested increase; provided that (x) any Bank offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Bank unless all requisite consents, if any, required under §20.1 shall have been obtained and (z) the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood that if any terms taken as a whole are adverse conditions to the material interests making of a Loan set forth in §13 shall be satisfied or waived. Neither the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for Arrangers nor the Administrative Agent not to be satisfied with shall have any responsibility for arranging any such terms); (vii) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised without their prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)written consent.

Request for Increase. The Borrower may, from time to time, request by notice to the Administrative Agent (x) one or more increases in the Revolving Credit Facility (each, a “Revolving Credit Increase”), (y) one or more increases in the Term A Facility or Term B Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the 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 in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $200,000,000100,000,000; (ii) any such request for an Incremental Increase shall be in a minimum amount of $25,000,000 10,000,000 (or 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 Sublimit without the consent of each the L/C Issuer (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) 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 for the Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term FacilityA Facility or Term B Facility (based on the determination of the Administrative Agent, in consultation with the Borrower, of whether such Incremental Term Facility is a “term A” or a “term B” facility); (v) if the All-In Yield of any Incremental Term Loan exceeds (A) the All-In Yield for the Term A Facility by more than 0.50%, then the Applicable Rate for the Term A Facility shall be increased (at each level on the pricing grid set forth in the definition of Applicable Rate) so that the All-In Yield in respect of the 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 increased (which increase shall be to cash-pay interest, and not Additional PIK Interest) 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%; (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 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 (BC) 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; (vivii) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, to the extent more restrictive than not consistent with the terms and conditions applicable to the Term FacilityFacilities, shall be reasonably satisfactory to the Administrative Agent, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower (it being understood Borrower, provided that if in no event shall the covenants, defaults and similar non-economic provisions applicable to any terms Incremental Term Loan, taken as a whole are adverse whole, (x) be more restrictive than the corresponding terms set forth in the Term Facilities (except to the material interests 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 Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms)Loan Documents; and (viiviii) each Incremental Increase shall constitute Obligations hereunder and 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 Guarantee and Collateral Agreement Guaranty and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii).

Request for Increase. The Borrower At any time after the Closing Date, upon written notice to the Administrative Agent, the US Borrowers, or the Canadian Borrowers, as applicable, may, from time to time, request by notice (i) one or more incremental term loans, including a borrowing of an additional term loan, the principal amount of which will be added to the Administrative Agent tranche of Term Loan with the latest maturity date (xan “Incremental Term Loan”) or (ii) one or more increases in the Revolving Credit Facility Commitments (each, a “Revolving Credit Increase”), (y) one or more increases in the Term Facility (each, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan”; each Revolving Credit Facility Increase” and, together with the initial principal amount of the Incremental Term LoanLoans, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that (iA) the aggregate principal amount for all such Incremental Increases in the aggregate since and Incremental Equivalent Indebtedness incurred after the Closing Date (including the then requested Incremental Increase) shall not exceed the sum of (1) the greater of $200,000,000; 300,000,000 and Consolidated EBITDA as of the most recently ended four consecutive fiscal quarter period for which financial statements and the related Officer’s Compliance Certificate have been delivered pursuant to Sections 8.1(a) or (iib) and 8.2(a) plus (2) an amount which, after giving pro forma effect to such Incremental Increase and/or Incremental Equivalent Indebtedness (assuming that the entire Incremental Increase and/or Incremental Equivalent Indebtedness is funded on the effective date thereof and after giving effect to the use of proceeds thereof and any permanent repayment of Indebtedness in connection therewith) pursuant to this clause (2), would not cause the Consolidated Net Leverage Ratio, as of the most recently ended four consecutive fiscal quarter period for which financial statements and the related Officer’s Compliance Certificate have been delivered pursuant to Sections 8.1(a) or (b) and 8.2(a) (or in the case of any Incremental Term Loan, the proceeds of which will finance a substantially concurrent Limited Condition Acquisition, as of the LCA Test Date), to exceed 4.00 to 1.00 (in each case, as demonstrated by Centuri in a written certification to the Administrative Agent), (B) any such request for an Incremental Increase increase shall be in a minimum amount of $25,000,000 5,000,000 (or a lesser amount in the event such amount represents all remaining availability under this Section); (iiiC$5,000,000) no for any IncrementalTerm Loan and $5,000,000 for any Incremental Revolving Credit Facility Increase shall or, if less, the remaining amount permitted pursuant to the foregoing clause (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer and (or, if such increase applies only to certain L/C Issuers pursuant to their agreement, such L/C Issuers) or (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (ivC) no Incremental Term Loan shall mature earlier than the Maturity Date for the Term Facility then in effect Lender will be required or have a shorter weighted average life otherwise obligated to maturity than the remaining weighted average life to maturity provide any portion of the Term Facility; (v) each Incremental Term Loan shall (A) rank pari passu 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 (B) shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Increase. Incremental Term Loans and the Borrower; (vi) except as provided above, all other terms and conditions applicable to any Term Loan Increase or Incremental Term Loan, may be made to the extent more restrictive than the terms and conditions applicable US Borrowers in Dollars or to the Term Facility, shall be reasonably satisfactory to Canadian Borrowers in Canadian Dollars. Unless the applicable Borrower otherwise notifies the Administrative Agent, if all or any portion of any Incremental Increases or Incremental Equivalent Indebtedness would be permitted under clause (A)(2) above on the applicable Lenders providing date of incurrence, such Term Loan Increase Incremental Increases or Incremental Term Loan and Equivalent Indebtedness (or the Borrower relevant portion thereof) shall be deemed to have been incurred in reliance on clause (it being understood that if any terms taken as a whole are adverse A)(2) above prior to the material interests utilization of the existing Lenders, as reasonably determined by the Administrative Agent, then that shall constitute a reasonable basis for the Administrative Agent not to be satisfied with such terms); any amount available under clause (viiA)(1) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guarantee and Collateral Agreement and the other Collateral Documents on a pari passu basis with the other Obligations hereunder; and (viii) an Incremental Increase may be exercised substantially simultaneously with, but may not be exercised prior to, the earlier of (A) the end of the Availability Period with respect to the Term Facility and (B) the date of the Term Borrowing made after the Closing Date pursuant to Section 2.01(a)(ii)above.