Common use of Request for Increase Clause in Contracts

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the 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 requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists Borrower may at any time prior to the applicable Maturity Date, so long as, no DefaultEvent of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), upon written request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative Agent, Agent in writing of the 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 proposed increase by requesting an increase in the Revolving Credit Facility (each such increasenotice, an a “Incremental Revolving IncreaseCommitment Increase Notice”) or an increase in (which shall promptly notify the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility Lenders being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06requested); provided, however, that (x) no existing Lender any such request pursuant to a Commitment Increase Notice shall be required to participate in any such increase the minimum amount of $10,000,000 and the Borrower aggregate principal amount of New Commitments on and after the Closing Date shall not exceed the New Commitment Cap. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be required effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender or other Person that is an Eligible Assignee the opportunity to participate in all or a portion of any such increase New Commitments and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender or other Person approached to provide all or a portion of an increase is requested to respond (which shall the New Commitments may elect or decline, in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached its sole discretion, to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateNew Commitment.

Request for Increase. Provided that (i) there exists no DefaultDefault and (ii) the Borrower shall be in compliance with the covenants contained in Section 5.04 (as determined on a Pro Forma Basis, (x) after giving full effect to the incurrence of the requested Incremental Facility, and (y) assuming for such purposes that all Incremental Revolving Credit Commitments under all previously incurred and then-outstanding Incremental Revolving Credit Facilities, and all Incremental Revolving Credit Commitments under the requested Incremental Revolving Facility (if any), are fully drawn), upon written notice to the Administrative Agent, the BorrowerBorrower may, may from time to time, request an increase on the terms and conditions set forth in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting applicable Incremental Assumption Agreement, request (x) an increase in the Revolving Credit Facility (each such increasean “Incremental Revolving Credit Facility”), (y) the upsizing of an existing Incremental Term Facility or the creation of one or more new term loan facilities (each an “Incremental Term Facility” and, together with any Incremental Revolving Credit Facility, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental FacilitiesFacility”); provided provided, however, that (i) in no event shall the aggregate principal amount of all Incremental Facilities incurred after the Closing Date exceed the Incremental Amount at such time; provided, further that any such request for an increase Incremental Facility shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by 25,000,000. If the Borrower and the Administrative Agent and (ii) all Incremental elects to request that existing Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to Credit Lenders participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At Incremental Facility, then at the time of sending such notice, the Borrower shall request that the Administrative Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Credit Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Revolving Credit Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no Default, upon The Borrower may seek expressions of interest from the Lenders to provide on a pro rata basis new Delayed Draw Commitments (each an “Incremental Loan Commitment”) from time to time by delivery of an updated Base Case Model (in accordance with Section 3.03(b)) and written notice to the Administrative 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 Agent (such increase by requesting an increase in the Revolving Credit Facility (each such increasenotice, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Commitment Increase are collectively referred to as “Incremental FacilitiesNotice”); provided that provided, that: (i) any such request for an increase Incremental Loan Commitment shall be in a minimum principal amount of $10,000,00010,000,000 and a maximum principal amount equal to the lesser of (A) an amount that would result in the updated Base Case Model showing pro forma compliance with the Debt Sizing Parameters and (B) $75,000,000; provided, or such lesser that the amount agreed to of any Incremental Loan Commitment approved by the Borrower and the Administrative Agent and Lenders shall be determined by each of them in their sole discretion; (ii) all no request for an Incremental Revolving Increases and Incremental Term Loan Increases shall Commitment may be on made after the same terms as end of the Facility being increased. In such written notice, Availability Period; (iii) the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such 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 such information that is reasonably requested by the Administrative Agent or any Lender to evaluate the request for an Incremental Loan Commitment; (iv) on the date of any request by the Borrower for an Incremental Loan Commitment, the conditions set forth in Section 3.03(a), (b), (c) and its counsel (a d) shall have been satisfied. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. An Incremental Loan Commitment Increase Notice shall set out (A) the amount of the Incremental Loan Commitment requested, (B) the date on which such Incremental Loan Commitments are requested to be effective (each an “New Lender Joinder AgreementIncremental Loan Increase Date”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event not be less than ten sixty (1060) Business Days from days nor more than one hundred and twenty (120) days after the date of delivery such notice and (C) the requested maturity date, upfront fees, margin, commitment fees and other terms applicable in respect of such notice Incremental Loan Commitment and the Delayed Draw Term Loans contemplated to the applicable Lenders). Each Lender approached to provide all or a portion be made in respect of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateLoan Commitment.

Request for Increase. Provided there exists The Borrower may, at any time and from time to time (but in no Defaultevent more than once during each fiscal year of Borrower), upon written request, by notice to the Administrative Agent, the Borrower, may from time to time, request Administrative Agent’s approval of an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility total Commitments (each such increase, an a “Incremental Revolving Commitment Increase”) or an increase in within the Term Facility (limitations hereafter described, which request shall set forth the amount of each such increaserequested Commitment Increase. Within twenty (20) days of such request, an “Incremental Term Loan Increase”the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; each Incremental Revolving failure to so advise the Borrower shall constitute disapproval. If the Administrative Agent approves any such Commitment Increase, then the total Commitment may be so increased (up to the amount of such approved Commitment Increase) by having one or more New Lenders increase the amount of their then existing Commitments or become Lenders, provided however that approval by the Administrative Agent is not a commitment by the Administrative Agent to increase its Commitment or to find New Lenders. Any Commitment Increase shall be subject to the following limitations and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that conditions: (i) any such request for an increase (in the aggregate) in the total Commitment and the amount (in the aggregate) of any new Commitment and/or any amount (in the aggregate) of any increase in the Commitment of any New Lender, shall not be less than $1,000,000 (and shall be in a minimum amount integral multiples of $10,000,000, or such lesser 500,000 if in excess thereof); (ii) no Commitment Increase pursuant to this Section 2.20 shall increase the total Commitment to an amount agreed to by in excess of $100,000,000; (iii) the Borrower and each New Lender shall have executed and delivered a Commitment and Acceptance and the Administrative Agent shall have accepted and executed the same; (iiiv) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender have executed and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory delivered to the Administrative Agent and its such Note or Notes as any such New Lender shall request to reflect such Commitment Increase; (v) the Borrower shall have delivered to the Administrative Agent opinions of counsel (a “substantially similar to the form of opinion provided for in Section 4.01, modified to apply to the Commitment Increase and each Note and Commitment and Acceptance executed and delivered in connection therewith); (vi) all Guarantors shall have consented in writing to the Commitment Increase and shall have agreed that their Guaranties continue in full force and effect; and (vii) the Borrower and each New Lender Joinder shall otherwise have executed and delivered such other instruments and documents, including but not limited to modifications of the Mortgages, Security Agreement”), Pledge of Equity Interests to, among other things reflect the Commitment Increase, as the Administrative Agent shall have reasonably requested in connection with such Commitment Increase. At The form and substance of the time of sending such notice, the Borrower documents required under clauses (in consultation with iii) through (vii) above shall be acceptable to the Administrative Agent) . The Administrative Agent shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such written notice to all of the applicable Lenders). Each Lender approached to provide all or a portion Lenders hereunder of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateany Commitment Increase.

Request for Increase. Provided there exists no Default, upon The Borrower may by written notice to the Administrative AgentAgent request, the Borrower, may from time to time, request an to increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 900,000,000 through one or more increases in the aggregate after giving effect to such increase by requesting an increase in the existing Revolving Credit Facility (each such increaseeach, an “Incremental Revolving IncreaseCommitment”) or an increase and/or increases in the principal amount of the Term Facility Loan (each such increaseeach, an “Incremental Term Commitment”) and/or the addition of one or more new pari passu tranches of term loans (each an “Incremental Term Loan IncreaseFacility”; each Incremental Term Loan Facility, Incremental Revolving Increase, Commitment and Incremental Term Loan Increase Commitment are collectively referred to as “Incremental FacilitiesCommitments”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or 50,000,000 (provided that such lesser amount agreed to by may be less than $50,000,000 if such amount represents all remaining availability under the Borrower and aggregate limit in respect of the Administrative Agent Facilities set forth above) and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower may make a maximum of three such requests. Each notice from the Borrower pursuant to this Section 2.15 shall specify (if then knowni) the date on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (the “Notice Period”) and (ii) the identity of each Lender and each other Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and whom the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing proposes any portion of such increase Incremental Commitments be allocated and the amount of such Incremental Commitments being requested from each such Lender and Eligible Assignee; provided that is not an any existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall the Incremental Commitments may elect or decline, in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached its sole discretion, to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Commitment and any Lender not responding within such time period the Notice Period shall be deemed to have declined to participateprovide such Incremental Commitment. The Administrative Agent and the Borrower shall thereafter determine the effective date (each an “Increase Effective Date”) and the final allocation of such Incremental Commitments among the Lenders and Eligible Assignees.

Request for Increase. Provided there exists no Default, upon Upon written notice to the Administrative Agent, the Borrower, 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 1,325,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Facility Commitment (each such increase, an “Incremental Revolving Increase”) or ), requesting an increase in the Term Loan Facility (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 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 agreed to by as the Borrower and the Administrative Agent and may agree), (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility Class of the Facilities being increased. In such written notice, and (iii) all incremental commitments and loans provided as part of an Additional TL Tranche shall be on terms agreed to by the Borrower shall specify and the Lenders providing such Additional TL Tranche; provided, that (if then knownx) the identity final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of each any then existing Term Facility and (y) if the terms of such Additional TL Tranche (other than final maturity) are not the same as the terms of the Term Loan or a then existing Additional TL Tranche, such new Additional TL Tranche shall be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Additional TL Tranche. The Borrower may approach any Lender or any Person that meets the requirements to be an Assignee under Section 12.6(b)(i) and each Eligible Assignee (ii)(B) to provide all or a portion of the requested increase; provided that it proposes (x) any Lender offered or approached to approach 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 increase, (subject y) no Person approached shall become a Lender without the written consent of the Administrative Agent, the Letter of Credit Issuers and the Swing Line Lender, in each case case, if required pursuant to any requisite consents required under Section 11.06); provided, however, that 12.6(b) and (xz) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required obligated to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing provide any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)requested increase. At the time of sending such its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender and other Person approached to provide all or a portion of an increase by the Borrower is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable such Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no Default, upon Upon written notice to the Administrative Agent, the Borrower, 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 1,675,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Facility Commitment (each such increase, an “Incremental Revolving Increase”) or ), requesting an increase in the Term Loan Facility (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 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 agreed to by as the Borrower and the Administrative Agent and may agree), (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility Class of and, if applicable, the Tranche of, the Facilities being increased. In such written notice, and (iii) all incremental commitments and loans provided as part of an Additional TL Tranche shall be on terms agreed to by the Borrower shall specify and the Lenders providing such Additional TL Tranche; provided, that (if then knownx) the identity final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of each any then existing Facility and (y) if the terms of such Additional TL Tranche (other than final maturity) are not the same as the terms of the Term Loan or a then existing Additional TL Tranche, such new Additional TL Tranche shall be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Additional TL Tranche. The Borrower may approach any Lender or any Person that meets the requirements to be an Assignee under Section 12.6(b)(i) and each Eligible Assignee (ii)(B) to provide all or a portion of the requested increase; provided that it proposes (x) any Lender offered or approached to approach 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 increase, (subject y) no Person approached shall become a Lender without the written consent of the Administrative Agent, the Letter of Credit Issuers and the Swing Line Lender, in each case case, if required pursuant to any requisite consents required under Section 11.06); provided, however, that 12.6(b) and (xz) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required obligated to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing provide any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)requested increase. At the time of sending such its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender and other Person approached to provide all or a portion of an increase by the Borrower is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable such Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no DefaultThe Borrower may request an increase in Commitments from time to time upon notice to Administrative Agent, upon as long as the requested increase is offered on the same terms as existing Commitments. Administrative Agent may accept or reject any request by the Borrower for an increase in Commitments in its sole and absolute discretion. If the Administration Agent accepts the proposed increase, the Borrower shall deliver a formal written notice to the Administrative Agent, the Borrower, may from time to time, request an increase Agent in the aggregate principal amount form of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to Exhibit D (such increase by requesting an increase in the Revolving Credit Facility (each such increasenotice, an “Incremental Revolving IncreaseLoan Commitment Increase Notice”) or an ), pursuant to which the Borrower will request the Lenders to increase in the Term Facility their Commitments (each such increase, an “Incremental Term Loan IncreaseCommitment”; each Incremental Revolving Increase, ) in an aggregate amount as mutually agreed between the Administrative Agent and Incremental Term Loan Increase are collectively referred to as the Borrower (the “Incremental FacilitiesLoan Amount”); provided provided, that (i) any such request for an increase Incremental Loan Commitment shall be in a minimum amount of $10,000,000, 10,000,000 or such lesser amount agreed equal to the remaining Incremental Loan Amount and increments of $5,000,000 (each an “Incremental Loan Commitment Increase”), (ii) no request for an Incremental Loan Commitment may be made after the end of the Availability Period, (iii) the Borrower shall provide to the Lenders such information that is reasonably required by the Lenders to evaluate the request for an Incremental Loan Commitment and (iv) on the date of any request by the Borrower for an Incremental Loan Commitment Increase the conditions set forth in Section 2.9(e)(i), (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 Administrative Agent and date on which such Incremental Loan Commitments are requested to be effective (iieach an “Incremental Loan Increase Date”), which shall not be less than thirty (30) all days nor more than forty-five (45) days after the date of such notice. Any Incremental Revolving Increases and Incremental Term Loan Increases Commitment shall be on a commitment to make loans with the same principal terms as the Facility being increased. In such written noticeLoans, including the Borrower shall specify (if then known) the identity of each Lender same interest rate, Applicable Margin and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participatematurity date.

Request for Increase. Provided there exists that no DefaultDefault shall have occurred and is then continuing, upon written notice to the Administrative Agent, the BorrowerBorrower may, may at any time and from time to time, request an elect to increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase 1,150,000,000 by requesting an increase in increasing the Revolving Credit Facility, by increasing the Term Facility and/or by implementing a new term facility on substantially the same terms as the Term Facility (other than (x) economic terms and (y) the maturity date thereof, which may in no event be earlier than the fourth anniversary of the Closing Date, each of which shall be determined by the Borrower and the Lenders with respect to such new Term Facility) (and after the Increase Effective Date with respect thereto all references to the “Term Facility” herein and in any other Loan Documents shall include such new term facility (each such increasetranche or new term facility, an “Incremental Revolving IncreaseFacility”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental after the Increase Effective Date with respect thereto all references to the “Term Facility” herein and in any other Loan Increase are collectively referred to as Documents shall include such new term facility (the “Incremental FacilitiesNew Term Facility”)); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 25,000,000 or such lesser other amount reasonably agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases Agent. Each notice from the Borrower pursuant to this Section 2.15 shall be on the same terms as specify the Facility being increased. In such written notice, that it proposes to increase or if it proposes to add a New Term Facility and the Borrower shall specify (if then known) proposed terms of the New Term Facility and the identity of each Lender and each Eligible Assignee that it has or proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no . Each designated existing Lender shall be required notify the Administrative Agent within 20 Business Days whether or not it agrees to participate in any provide all or a portion of such increase and the Borrower shall not be required to offer to any and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any existing Lender the opportunity approached to participate in any provide all or a portion of such increase and (y) may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable Facility offered to it. Any designated Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment or its Term Loan, or to provide any of the New Term Facility, as applicable. Any Eligible Assignee providing any portion of such increase in the applicable Facility that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the The Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. Incremental Facilities may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide, and the Borrower shall have no obligation to offer any existing Lender the opportunity to provide any commitment for, Incremental Facilities) or any additional Lender pursuant to Section 11.06(b), in each case on terms permitted under this Section 2.15(b); provided that the Administrative Agent within shall have consented (in each case, such time period whether consent not to be unreasonably withheld, delayed or not it agrees conditioned) to participate in any additional Lender’s providing such Incremental Facilities if such consent by the requested Administrative Agent would be required under Section 11.06(b) for an assignment of Incremental Facility. Any Lender not responding within Facilities to such time period shall be deemed to have declined to participateadditional Lender.

Request for Increase. Provided there exists no Event of Default or Unmatured Event of Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Revolving Loan Lenders), the Borrower, Borrower may from time to time, request an increase in the aggregate principal amount of the Facilities to Aggregate Revolving Loan Commitment by an amount (for all such requests) not exceeding $600,000,000 in 200,000,000 (such amount, the aggregate after giving effect to such increase by requesting an increase in the “Maximum Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,00025,000,000 and in increments of $5,000,000 in excess thereof or, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written noticeif less, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)entire remaining unused Maximum Revolving Credit Increase. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Loan Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Revolving Loan Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the increase its Revolving Loan Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested Incremental Facilityincrease. Any Revolving Loan Lender not responding within such time period shall be deemed to have declined to participateincrease its Revolving Loan Commitment. The Administrative Agent shall notify the Borrower and each Revolving Loan Lender of the Revolving Loan Lenders’ responses to each request made hereunder. Such increase shall be provided by existing Revolving Loan Lenders that, in response to a request of the Borrower in each such existing Revolving Loan Lender’s sole discretion, agree to so increase their Revolving Loan Commitments and/or, subject to the approval of the Administrative Agent and the Issuing Lenders (which approvals shall not be unreasonably withheld), by Eligible Assignees that become Revolving Loan Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the Commitment of each Eligible Assignee shall be in a minimum amount of $5,000,000.

Request for Increase. Provided there exists no Default, upon written Upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), at any time after the Closing Date, the Borrower, Company 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 requesting an increase in the Revolving Credit Facility additional 152302503 Commitments (each such increase, an “Incremental Revolving Increase”) or an increase in Additional Commitment” and all of them, collectively, the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental FacilitiesAdditional Commitments”); provided that (ix) after giving effect to any such request for an increase shall be in a minimum addition, the aggregate amount of $10,000,000, or such lesser amount agreed Additional Commitments that have been added pursuant to by this Section 2.15 after the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increasedAmendment No. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower 2 Effective Date shall not be required to offer to any existing Lender exceed the opportunity to participate in any such increase and Additional Commitments Limit, (y) any Eligible Assignee providing such addition shall be in an aggregate amount of not less than $10,000,000 or any portion whole multiple of $1,000,000 in excess thereof (or, in either case, such increase that is not an existing Lender shall become a Lender pursuant lesser amount as may be acceptable to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) and (z) after giving effect to any such addition, the aggregate outstanding amount of Additional Term Loans made to Designated Borrowers that are not U.S. Borrowers shall specify not exceed, when taken together with the time period within which each applicable aggregate Outstanding Amount of all Revolving Credit Loans made to Designated Borrowers that are not U.S. Borrowers, $50,000,000. Any loans made in respect of any such Additional Commitments (the “Additional Loans”) may be made, at the option of the Company, by either (i) increasing the Aggregate Revolving Credit Commitments with the same terms (including pricing) as the existing Revolving Credit Facility, or (ii) creating a new tranche of terms loans (any loans provided pursuant to such additional tranche, the “Additional Term Loans”) (it being understood that the Company has the absolute right to pursue Additional Commitments in accordance with this Section 2.15 and no Lender approached shall have the ability to block any such pursuit although no Lender shall be obligated to provide all or a portion of an any Additional Commitments); provided that no increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period Aggregate Revolving Credit Commitments shall be deemed to have declined to participate(A) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (B) increase the Letter of Credit Sublimit (or change the allocation of the Letter of Credit Sublimit among the L/C Issuers) without the consent of the L/C Issuers or (C) increase the Alternative Currency Sublimit or the Designated Non-U.S. Borrower Sublimit, in either case, without the consent of the Required Revolving Lenders.

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Borrower may from time to time, request an increase in the aggregate principal amount Aggregate Credit Facility Amount (as determined by the Borrower but subject to the approval of the Facilities Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned)) by an amount that will not exceeding $600,000,000 in cause the aggregate after giving effect to such increase by requesting an increase in the Revolving Aggregate Credit Facility Amount to be greater than the sum of (each such increasei) the Aggregate Credit Facility Amount on the Closing Date, an “Incremental Revolving Increase”plus (ii) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)$500,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 25,000,000 (or such lesser other amount as agreed to by the Borrower and Administrative Agent). Such increase in the Administrative Agent and Aggregate Credit Facility Amount may be utilized by requesting either (i) additional Revolving Credit Commitments or (ii) all Incremental Revolving Increases and Incremental the making of additional Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify Loans (if then known) the identity in one or more tranches of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”Term Loans). At the time of sending such notice, the Borrower shall specify the nature of such increase (either as a Revolving Credit Commitment or as Term Loans (in one or more tranches of Term Loans)) and may request all or part of such increase from the existing Lenders and, if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached In the event that the Borrower elects to provide all or a portion of an request such increase as Term Loans, the Borrower (in consultation with the Administrative Agent) shall notify the Administrative Agent within Lenders of the material terms of the Term Loans, including the proposed pricing, maturity, amortization schedule, maximum number of Interest Periods, permitted Types of Term Loans and other terms customary for Term Loans, provided, however that (A) the maturity date for such time period whether or Term Loans shall not it agrees be prior to participate the Maturity Date with respect to the Revolving Credit Facility and (B) such Term Loans not require prepayment other than (i) as otherwise required pursuant to this Agreement and (ii) scheduled amortization in excess of 5% of the requested Incremental Facility. Any Lender not responding within aggregate initial principal amount of such time period shall be deemed to have declined to participateTerm Loans per annum.

Request for Increase. Provided there exists that no DefaultDefault shall have occurred and is then continuing, upon written notice to the Administrative Agent, the BorrowerBorrower may, may at any time and from time to timetime on and after the Delayed Draw Termination Date, request an elect to increase in the aggregate principal amount of the Facilities Facility Amount to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 50,000,000 or such lesser other amount reasonably agreed to by the Borrower and the Administrative Agent and Agent. Any increase in the Facility Amount pursuant to this Section 2.15 shall be in the form of a single Borrowing consisting of one or more additional term loans made to the Borrower (ii) all Incremental Revolving Increases and any such term loan being referred to herein as an “Incremental Term Loan Increases shall be on Loan”) by the same Lenders and Eligible Assignees participating in such increase in accordance with the terms as the Facility being increasedof this Section 2.15. In such written notice, Each notice from the Borrower pursuant to this Section 2.15 shall specify (if then known) the identity of each Lender and each Eligible Assignee that it has or proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no . Each designated existing Lender shall notify the Administrative Agent and the Borrower within 20 Business Days whether or not it agrees to provide all or a portion of such increase and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any existing Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase offered to it. Any designated Lender not responding within such time period shall be required deemed to have declined to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any increase. Any Eligible Assignee providing any portion of such increase that is not an existing Lender 50 shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the The Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase Agent shall notify the Administrative Agent within such time period whether or not it agrees Borrower and each Lender of the Lenders’ responses to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateeach request made hereunder.

Request for Increase. Provided there exists no Default nor any Revolving Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Company may from time to time, request an increase in the aggregate principal amount of the Facilities to Aggregate Commitments by an amount for all such requests, not exceeding $600,000,000 250,000,000 in the aggregate after giving effect aggregate, provided that the Company may make a maximum of five (5) such requests and (x) upon the reasonable request of any Lender made at least ten (10) Business Days prior to the Increase Effective Date, the Company shall have provided to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving IncreaseLender, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase Lender shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written noticereasonably satisfied with, the Borrower shall specify (if then known) documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject PATRIOT Act, in each case at least five (5) Business Days prior to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase Increase Effective Date and (y) at least ten (10) Business Days prior to the Increase Effective Date, any Eligible Assignee providing Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. Such increase shall be allocated between the Aggregate New Vehicle Floorplan Commitments and the Aggregate Used Vehicle Floorplan Commitments as requested by the Company and specified in its notice, provided that, (a) any portion increase in the Commitments of such increase that is not an existing any Lender shall become be allocated on a Lender pursuant to a joinder agreement in form pro rata basis between its New Vehicle Floorplan Commitment and substance reasonably satisfactory its Used Vehicle Floorplan Commitment (consistent with the pro rata allocation of the entire increase on such occasion between the Aggregate New Vehicle Floorplan Commitments and the Aggregate Used Vehicle Floorplan Commitments), and (b) following any such increase, no more than 40% of the Aggregate Commitments may be allocated to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)Aggregate Used Vehicle Floorplan Commitments. At the time of sending any such notice, the Borrower Company (in consultation with the Administrative Agent) shall specify (x) the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period ) and (y) whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateincrease is for the New Vehicle Floorplan Commitments or the Used Vehicle Floorplan Commitments.

Request for Increase. Provided there exists no DefaultThe Company may, upon written at any time and from time to time, request, by notice to the Administrative Agent, the Borrower, may from time to time, request Administrative Agent’s approval of an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Aggregate Revolving Credit Facility Loan Commitments (each such increase, an a “Incremental Revolving Commitment Increase”) or an increase within the limitations hereafter described, which request shall set forth the amount of each such requested Revolving Commitment Increase. Administrative Agent shall notify all the Lenders of any such request and provide them the first right to participate in the Term Facility same proportions that their respective Applicable Revolving Loan Percentages bear to those of all the Lenders who elect to participate therein. Within twenty (each 20) days of such increaserequest, an “Incremental Term Loan Increase”the Administrative Agent shall advise the Company of its approval or disapproval of such request; each Incremental failure to so advise the Company shall constitute disapproval. If the Administrative Agent approves any such Revolving Commitment Increase, then the Aggregate Revolving Commitment may be so increased (up to the amount of such approved Revolving Commitment Increase) by having one or more of the Lenders increase the amount of their then existing Revolving Loan Commitments and, if existing the Lenders do not choose to participate to the extent necessary for the applicable Revolving Commitment Increase to be provided entirely by existing the Lenders, by having one or more new the Lenders become the Lenders party to this Agreement. Any Revolving Commitment Increase shall be subject to the following limitations and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that conditions: (i) any such request for an increase Revolving Commitment Increase shall not be less than $5,000,000.00 (and shall be in a minimum amount integral multiples of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and 5,000,000.00 if in excess thereof); (ii) all Incremental no Revolving Increases and Incremental Term Commitment Increase shall increase the Aggregate Revolving Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify Commitments to an amount in excess of $175,000,000.00; (if then knowniii) the identity provisions of each Section 9.04(b) shall apply in respect of any Increasing Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant prior to the Revolving Commitment Increase, as if such Increasing Lender were an assignee of a joinder agreement in form Revolving Loan Commitment, (iv) the Borrowers shall have executed and substance reasonably satisfactory delivered to the Administrative Agent and its such Note or Notes as the applicable Increasing Lender shall request to reflect such Revolving Commitment Increase (or, in the case of a new Lender, such Lender’s Revolving Commitment); (v) the Company shall have delivered to the Administrative Agent opinions of counsel (a “New substantially similar to the forms of opinions provided for in Section 4.01 modified to apply to the Revolving Commitment Increase and each Note executed and delivered in connection therewith); (vi) the Guarantors shall have consented in writing to the Revolving Commitment Increase and shall have agreed in writing that their Subsidiary Guarantees continue in full force and effect; and (vii) the Company, Subsidiaries and each Lender Joinder Agreement”)shall have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Revolving Commitment Increase. At The form and substance of the time of sending such notice, the Borrower documents required under clauses (in consultation with iv) through (vii) above shall be fully acceptable to the Administrative Agent) . The Administrative Agent shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such written notice to all of the applicable Lenders). Each Lender approached to provide all or a portion Lenders hereunder of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateany Revolving Commitment Increase.

Request for Increase. Provided there exists no DefaultThe Company may, upon written notice to the Administrative Agent, the Borrower, may from time to time, request an increase in by notice to the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase Administrative Agent (x) one or more increases in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Credit Increase”), (y) one or more increases in any Term Facility (each, a “Term Loan Increase”) or an increase in (z) one or more term loan tranches to be made available to the Term Facility Company or a Designated Borrower (each such increaseeach, an “Incremental Term Loan IncreaseLoan”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, and Incremental Term Loan Increase are collectively collectively, referred to as the “Incremental FacilitiesIncreases”); provided that (i) the aggregate principal amount for all such Incremental Increases shall not exceed $300,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $10,000,000, 25,000,000 (or such a lesser amount in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of the L/C Issuer or (B) increase the Swing Line Sublimit without the consent of each of the Swing Line Lenders; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date for any Term Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of any 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 subordinate, paid after the Term Loans, unsecured or have fewer voting rights by the Borrower 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 Company) and (iiB) all Incremental Revolving Increases and shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loan Increases Loans and the Company; (vi) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions of the existing Facilities, shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such noticeAgent, the Borrower (in consultation with applicable Lenders providing such Incremental Term Loan and the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall Company, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be less more restrictive than ten (10) Business Days from the date of delivery of such notice corresponding terms set forth in or made applicable to the existing Facilities (except to the extent only applicable Lenders). Each Lender approached after the latest Maturity Date of the other Facilities then in effect) or (y) contravene any of the terms of the then existing Loan Documents; and (viii) each Incremental Increase shall constitute Obligations hereunder and, except as provided above with respect to provide all or a portion any Incremental Term Loan that is junior in right of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period payment, prepayment, voting and/or security, shall be deemed guaranteed and secured pursuant to have declined to participatethe Guaranty and the Collateral Documents on a pari passu basis with the other Obligations hereunder.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower, may At any time and from time to timetime prior to the Termination Date, so long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right to request an increase of the aggregate of the then outstanding Commitments (including the Letter of Credit Sublimit) by an amount as would cause the Total Commitments not to exceed $900,000,000 in the aggregate principal amount aggregate. The Administrative Agent and the Lead Borrower shall determine the effective date of such requested increase and any such requested increase shall be first made available to all existing Lenders on a pro rata basis. To the Facilities to an amount not exceeding $600,000,000 in extent that, on or before the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility tenth (each such increase, an “Incremental Revolving Increase”10th) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any day following such request for an increase shall be hereunder, the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, or fail to respond to such request for an increase, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for one or more other Persons to become a minimum Lender hereunder and to issue commitments in an amount equal to the amount of $10,000,000the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written noticeLender increasing, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06its Commitment, an “Additional Commitment Lender”); , provided, however, that (xi) no existing Lender shall be required obligated to participate in provide a Commitment Increase as a result of any such increase and request by the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and Lead Borrower, (yii) any Eligible Assignee providing any portion of such increase that Additional Commitment Lender which is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory be subject to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time approval of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify , the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond Issuing Banks and the Lead Borrower (which approval shall in not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no event time shall the Commitment of any Additional Lender under this Agreement be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders)$10,000,000. Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period Commitment Increase shall be deemed to have declined to participatein a minimum aggregate amount of at least $25,000,000 and in integral multiples of $5,000,000 in excess thereof.

Request for Increase. Provided there exists no Default, upon The Borrower may by written notice to the Administrative AgentAgent request, the Borrower, may from time to time, request an to increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 650,000,000 through one or more increases in the aggregate after giving effect to such increase by requesting an increase in the existing Revolving Credit Facility Commitments (each such increaseeach, an “Incremental Revolving IncreaseCommitment”) or an increase and/or increases in the principal amount of the Term Facility Loan (each such increaseeach, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental FacilitiesCommitment”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or 50,000,000 (provided that such lesser amount agreed to by may be less than $50,000,000 if such amount represents all remaining availability under the Borrower and aggregate limit in respect of the Administrative Agent Facilities set forth above) and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower may make a maximum of three such requests. Each notice from the Borrower pursuant to this Section 2.15 shall specify (if then knowni) the date on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (the “Notice Period”) and (ii) the identity of each Lender and each other Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and whom the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing proposes any portion of such increase Incremental Commitments be allocated and the amount of Incremental Revolving Commitment and/or Incremental Term Commitment being requested from each such Lender and Eligible Assignee; provided that is not an any existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall the Incremental Commitments may elect or decline, in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached its sole discretion, to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Commitment and any Lender not responding within such time period the Notice Period shall be deemed to have declined to participateprovide such Incremental Commitment. The Administrative Agent and the Borrower shall thereafter determine the effective date (each an “Increase Effective Date”) and the final allocation of such Incremental Commitments among the Lenders and Eligible Assignees.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Borrower may from time to timetime on or after the Closing Date, request an increase in the aggregate principal amount of the Facilities Aggregate Commitments to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)70,000,000105,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 10,000,000 or such lesser other amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increasedAgent. In such written notice, Each notice from the Borrower pursuant to this Section 2.14(a) shall specify (if then known) the identity of each Lender and each Eligible Assignee that it has or proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.0610.06); provided, however, that (x) no . Each designated existing Lender shall be required to participate in any such increase notify the Administrative Agent and the Borrower shall within 10 Business Days whether or not be required it agrees to offer to any provide all or a portion of such increase and, if so, whether by an amount equal to, greater than, or less than, its Applicable Percentage of such requested increase. Any existing Lender the opportunity approached to participate in any provide all or a portion of such increase and (y) any may elect or decline, in its sole discretion, to provide all or a portion of such increase offered to it. Any designated Lender not responding within such time period shall be deemed to have declined to increase its Commitment. Any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the The Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase Agent shall notify the Administrative Agent within such time period whether or not it agrees Borrower and each Lender of the Lenders’ responses to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateeach request made hereunder.

Request for Increase. Provided there exists If no DefaultDefault or Event of Default shall have occurred and be continuing, upon written Borrower may at any time prior to the applicable Maturity Date request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative Agent, Agent in writing of the 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 proposed increase by requesting an increase in the Revolving Credit Facility (each such increasenotice, an a “Incremental Revolving IncreaseCommitment Increase Notice”) or an increase in (which shall promptly notify the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility Lenders being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06requested); provided, however, that any such request pursuant to a Commitment Increase Notice (x) no existing Lender shall be required to participate in any such increase the minimum amount of $10,000,000 and the Borrower aggregate amount of New Commitments on and after the Closing Date shall not exceed $100,000,000 and (y) may only be required exercised three (3) times by Borrower during the term of this Agreement. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the 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 Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender the opportunity to participate in all or a portion of any such increase New Commitments and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall the New Commitments may elect or decline, in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached its sole discretion, to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateNew Commitment.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the BorrowerBorrower may, may at any time and from time to time, request an to 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 1,750,000,000 by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or ), requesting an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term facility (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) the maturity date of any such request for an increase Incremental Revolving Increase shall be no earlier than the Revolving Maturity Date in a minimum amount effect at such time, the maturity date of $10,000,000any Incremental Term Increase and any Incremental Term Loan Facility shall be no earlier than the Term Loan Maturity Date, or such lesser amount agreed to by the Borrower and the Administrative Agent and as applicable, (ii) all Incremental Revolving Increases and except in the case of an Incremental Term Loan Increases Facility, each such Incremental Facility shall be on the same terms as the Facility being increased, (iii) the terms and conditions of each Incremental Term Loan Facility will be determined by the Borrower and the lenders under such Incremental Term Loan Facility and consented to by the Administrative Agent, such consent, subject to clause (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 (d)) shall be satisfied or waived. In At the time of sending such written 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 Revolving Increase, an Incremental Term Increase or an Incremental Term Loan Facility, (ii) if then knownit proposes an Incremental Term Loan Facility, the proposed terms thereof and (iii) the identity of each Lender and each Eligible Assignee that it has approached or proposes to approach to provide all or a portion of such increase Incremental Facility (subject in each case to any requisite consents required under Section 11.0610.06); provided. At the time of sending such notice, howeverthe Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or not it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that (x) no existing it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable facility offered to it. Any Lender not responding within such time period shall be required deemed to participate in have declined to provide any such increase and portion of the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any requested increase. Any Eligible Assignee providing any portion of such the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, The Administrative Agent shall promptly notify the Borrower (in consultation with and each Lender of the Administrative Agent) shall specify the time period within which Lenders’ responses to each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participaterequest made hereunder.

Request for Increase. Provided there exists no Event of Default, and no Event of Default would be caused thereby and the Total Revolving Credit Commitment has not been previously reduced in accordance with Section 2.13 hereof, upon written notice to the Administrative AgentAgent and the Lenders, the Borrower, Borrower may on the Closing Date and from time to time, time thereafter prior to the Revolving Credit Maturity Date request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate Revolving Credit Commitments so long as, after giving effect to thereto, the Total Revolving Credit Commitment does not exceed $125,000,000, and no such increase shall result in any increase in the Letter of Credit Sublimit or the Swingline Sublimit. The Agent may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”) or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Credit Commitment or extend a Revolving Credit Commitment, as the case may be; provided that each Augmenting Lender shall be subject to the reasonable approval of the Agent and the Borrower, and each Increasing Lender and each Augmenting Lender executes documentation in form and content satisfactory to the Agent to either become a party to this Agreement or reflect the increase of such Lender’s Revolving Credit Commitment under this Agreement. At the time of sending a notice requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written noticeCommitments, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable LendersLenders (“Notice Period”). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower, Borrower may from time to time, time request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility by an amount (each in the aggregate for all such increaserequests) not exceeding $250,000,000, an “Incremental Term Loan Increase”; each Incremental less the aggregate amount of all increases in the Revolving Increase, and Incremental Term Loan Increase are collectively referred Credit Facility consummated pursuant to as “Incremental Facilities”)Section 2.16 on or prior to such time; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 25,000,000 (or such lesser amount agreed to by as the Borrower and the Administrative Agent and may agree), (ii) all Incremental Revolving Increases the Borrower may make a maximum of three such requests and Incremental Term Loan Increases (iii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be on required for any such increase in the same terms as Term Facility. At the Facility being increased. In time of sending such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee to whom the Borrower proposes any portion of such increase in the Term Facility be allocated; provided, however, that it proposes to approach (i) any existing Lender approached to provide all or a portion of such increase in the Term Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Term Facility offered to it (subject in each case and any Lender that has failed to respond to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender such request shall be required deemed to have declined to participate in any such increase and in the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase Term Facility) and (yii) any Eligible Assignee providing any portion of such increase in the Term Facility that is not an existing Term Lender (such Eligible Assignee, a “New Term Lender”) shall become a Term Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Term Lender Joinder Agreement”). At Any increase in the time Term Facility pursuant to this Section 2.17 shall be in the form of sending such notice, one or more additional term loans made to the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached any such term loan being referred to provide all or a portion of herein as an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders“Incremental Term Loan”). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no Default, upon The Borrower may by written notice to the Administrative AgentAgent request, the Borrower, may from time to time, request an to increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 900,000,0001,500,000,000 through one or more increases in the aggregate after giving effect to such increase by requesting an increase in the existing Revolving Credit Facility (each such increaseeach, an “Incremental Revolving IncreaseCommitment”) or an increase and/or increases in the principal amount of the Term LoanA-1 Facility and/or the Term A-2 Facility (each such increaseeach, an “Incremental Term Commitment”) and/or the addition of one or more new pari passu tranches of term loans (each an “Incremental Term Loan IncreaseFacility”; each Incremental Term Loan Facility, Incremental Revolving Increase, Commitment and Incremental Term Loan Increase Commitment are collectively referred to as “Incremental FacilitiesCommitments”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or 50,000,000 (provided that such lesser amount agreed to by may be less than $50,000,000 if such amount represents all remaining availability under the Borrower and aggregate limit in respect of the Administrative Agent Facilities set forth above) and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower may make a maximum of three such requests. Each notice from the Borrower pursuant to this Section 2.15 shall specify (if then knowni) the date on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (the “Notice Period”) and (ii) the identity of each Lender and each other Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and whom the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing proposes any portion of such increase Incremental Commitments be allocated and the amount of such Incremental Commitments being requested from each such Lender and Eligible Assignee; provided that is not an any existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall the Incremental Commitments may elect or decline, in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached its sole discretion, to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Commitment and any Lender not responding within such time period the Notice Period shall be deemed to have declined to participateprovide such Incremental Commitment. The Administrative Agent and the Borrower shall thereafter determine the effective date (each an “Increase Effective Date”) and the final allocation of such Incremental Commitments among the Lenders and Eligible Assignees.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower, Borrower may from time to timetime request to increase the amount of the existing Revolving Commitments (an “Increased Revolving Commitment”), request in an increase aggregate amount not exceeding the (i) sum of (A) the greater of (x) $30,000,000 and (y) 100% of Consolidated EBITDA for the Test Period ending immediately on or prior to the date of such incurrence plus all interest (including interest which, but for the filing of a petition in bankruptcy with respect to the Borrower or the Subsidiary Guarantors, would have accrued, whether or not a claim is allowed against the Borrower or such Subsidiary Guarantor for such interest in the related bankruptcy proceeding), fees, expenses, indemnification or other amounts owed to the Lenders hereunder or under any other Loan Document and all Hedging Obligations related thereto less (ii) the Aggregate Revolving Commitments and the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the any Increased Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)Commitments then outstanding; provided that (iA) any such request for an increase Increased Revolving Commitment shall be in a minimum amount of the lesser of (x) $10,000,000, 5,000,000 (or such lesser amount agreed to as may be approved by the Borrower and the Administrative Agent and (iiAgent) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) the entire remaining amount available under this Section for Increased Revolving Commitments and (B) the Borrower shall make no more than a total of 2 requests for Increased Revolving Commitments under this Section 2.25. An Increased Revolving Commitment may be provided by any existing Lender or other Person, in each case, that is an Eligible Assignee providing any portion of (each such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (or other Person that provides such Increased Revolving Commitment, a “New Lender Joinder AgreementRevolving Lender”). At ; provided that each New Revolving Lender shall be subject to the time of sending such notice, the Borrower consent (in consultation with each case, not to be unreasonably withheld or delayed) of the Administrative Agent) . Notwithstanding anything herein to the contrary, no Lender shall specify the time period within which each applicable Lender approached have any obligation to agree to provide all or a portion of an increase is requested Increased Revolving Commitment pursuant to respond (which this Section and any election to do so shall be in no event be less than ten (10) Business Days from the date of delivery sole discretion of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateLender.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the BorrowerCompany may, may from time to time, request an increase by notice to the Administrative Agent (x) one or more increases in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 Aggregate Commitments in the aggregate after giving effect to such increase by requesting an increase in the form of revolving Loans (each, a “Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in (y) one or more term loan tranches to be made available to the Term Facility Company (each such increaseeach, an “Incremental Term Loan IncreaseLoan”; each Incremental Term Loan and each Revolving Credit Increase, and Incremental Term Loan Increase are collectively collectively, referred to as the “Incremental FacilitiesIncreases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $400,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $10,000,000, 50,000,000 (or such a lesser amount agreed to by in the Borrower and the Administrative Agent and event such amount represents all remaining availability under this Section); (iiiii) all Incremental Revolving Increases and each Incremental Term Loan Increases shall be on have an Applicable Rate or pricing grid, maturity date, mandatory prepayments and an amortization schedule as determined by the Lenders providing such Incremental Term Loans and the Company; (iv) each Revolving Credit 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 Facility being increased. In such written noticerevolving Loans provided hereunder on the Closing Date; (v) except as provided in clause (iii) above, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case with respect to any requisite consents required under Section 11.06); providedIncremental Term Loan, however, that (x) no existing Lender shall be required to participate in any such increase this Agreement and the Borrower shall not other Loan Documents may be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement amended, in form and substance reasonably satisfactory to the Administrative Agent, the Company and the lenders providing such Incremental Term Loan (and no other Lenders), to the extent necessary to include such terms as are customary for a term loan commitment, including assignments and voting provisions; provided that if any terms taken as a whole are materially more favorable to the applicable lenders providing such Incremental Term Loan than terms applicable under this Agreement and the other Loan Documents (prior to such amendment), as reasonably determined by the Administrative Agent in consultation with the Company, then such terms shall be added for the benefit of all the Lenders hereunder (except to the extent such terms apply only after the latest Maturity Date prior to such Incremental Term Loan); and its counsel (vi) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed pursuant to the terms of the Guaranty on a “New pari passu basis with the other Obligations hereunder and shall be unsecured. At the option of the Company, Incremental Increases may be (but shall not be required to be) provided by any existing Lender Joinder Agreement”)or by other persons in accordance with subsection (c) below. At the time of sending such notice, the Borrower Company (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 applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participaterespond.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the BorrowerCompany, may from time to time, request an elect to increase in the aggregate principal amount of the Facilities to an amount not exceeding the Dollar Equivalent of $600,000,000 in 2,350,000,000 (as determined by the aggregate after giving effect to such increase Administrative Agent on the applicable Increase Effective Date) by requesting an increase in increasing the Revolving Credit Facility (each such increaseand/or the Term Facility and/or after the Delayed Draw Termination Date, an “Incremental Revolving Increase”) the Delayed Draw Term Facility, or, if the Term Facility has been terminated or an increase in is otherwise no longer outstanding, with a new term facility on substantially the same terms as the Term Facility (each and after the Increase Effective Date with respect thereto all references to the “Term Facility” herein and in any other Loan Documents shall mean such increase, an new term facility (the “Incremental New Term Loan IncreaseFacility”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,00025,000,000 or a whole multiple of $5,000,000 in excess thereof, or such lesser other amount agreed to 63861415 by the Borrower Company and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increasedAgent. In such written notice, the Borrower Company shall specify the Facility that it proposes to increase, the currency it proposes to borrow in the case of an increase in the Delayed Draw Term Facility (if then knownwhich 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 each case to any requisite consents required under Section 11.06); provided, however, that (xi) 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 required deemed to participate in any such have declined to increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase its Revolving Credit Commitment, Term Commitment or Delayed Draw Term Commitment, as applicable) and (yii) any Eligible Assignee providing any portion of such increase in the applicable Facility that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no Default, no New Vehicle Event of Default and no Used Vehicle Event of Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the applicable Lenders), the Borrower, Company may from time to time, request an a simultaneous increase in the aggregate principal amount of Aggregate Revolving Commitments, the Facilities to Aggregate New Vehicle Floorplan Commitments and the Aggregate Used Vehicle Floorplan Commitments by an amount for all such requests, not exceeding $600,000,000 450,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)aggregate; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,00025,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases the Company may make a maximum of five (5) such requests, (iii) such increase shall be on allocated between the same terms as the Facility being increased. In such written noticeAggregate Revolving Commitments, the Borrower shall specify (if then known) Aggregate New Vehicle Floorplan Commitments and the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or Aggregate Used Vehicle Floorplan Commitments on a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, pro rata basis so that (x) no existing Lender shall be required the proportion of each increasing Lender’s Commitments allocated to participate in any each such increase Applicable Facility is the same immediately before and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any after such increase and (y) the Revolving Facility, the New Vehicle Floorplan Facility and the Used Vehicle Floorplan Facility shall be increased by a pro rata amount which results in approximately the same ratio of commitments existing between the Revolving Facility, the New Vehicle Floorplan Facility and the Used Vehicle Floorplan Facility immediately before and after such increase, (iv) upon the reasonable request of any Eligible Assignee providing Lender with a Commitment in the Applicable Facility being increased made at least ten (10) Business Days prior to the Increase Effective Date, the Company shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) Business Days prior to the Increase Effective Date, (v) at least ten (10) Business Days prior to the Increase Effective Date, any portion of Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party, (vi) after giving effect to any such increase that is to the Aggregate Revolving Commitments, the Total Revolving Outstandings shall not an existing Lender shall become exceed the Revolving Advance Limit, as evidenced by a Lender pursuant Pro Forma Revolving Borrowing Base Certificate giving pro forma effect to a joinder agreement in form and substance reasonably satisfactory such increase which has been delivered to the Administrative Agent in connection with any such increase and its counsel (a “New Lender Joinder Agreement”)vii) after giving effect to any such increase, the Aggregate Revolving Commitments must be at least $50,000,000 but no more than 40% of the Aggregate Commitments. At the time of sending such notice, the Borrower Company (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower, Borrower may from time to time, request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 900,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or ), requesting an increase in the Closing Date Term Facility (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 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 agreed to by as the Borrower and the Administrative Agent and may agree), (ii) the Borrower may make a maximum of three such requests, (iii) [reserved], (iv) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, and (v) all incremental commitments and loans provided as part of an Incremental Term Loan Facility shall be on terms agreed to by the Borrower shall specify and the Lenders providing such Incremental Term Loan Facility, provided, that if the terms of such Incremental Term Loan Facility (if then knownother than pricing, optional prepayment, amortization and final maturity) are not the identity same as the terms of each Lender and each Eligible Assignee that it proposes to approach to provide all the Closing Date Term Facility or a portion of then existing Incremental Term Loan Facility, such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender new Incremental Term Loan Facility shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance on terms reasonably satisfactory acceptable to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.Lenders providing such

Request for Increase. Provided there exists no Event of Default, and no Event of Default would be caused thereby and the Total Revolving Credit Commitment has not been previously reduced in accordance with Section 2.13 hereof, upon written notice to the Administrative AgentAgent and the Lenders, the Borrower, Borrower may on the Closing Date and from time to time, time thereafter prior to the Revolving Credit Maturity Date request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate Revolving Credit Commitments so long as, after giving effect to thereto, the Total Revolving Credit Commitment does not exceed $65,000,000, and no such increase shall result in any increase in the Letter of Credit Sublimit or the Swingline Sublimit. The Agent may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”) or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Credit Commitment or extend a Revolving Credit Commitment, as the case may be; provided that each Augmenting Lender shall be subject to the reasonable approval of the Agent and the Borrower, and each Increasing Lender and each Augmenting Lender executes documentation in form and content satisfactory to the Agent to either become a party to this Agreement or reflect the increase of such Lender’s Revolving Credit Commitment under this Agreement. At the time of sending a notice requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written noticeCommitments, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable LendersLenders (“Notice Period”). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided that (i) there exists no Default, (ii) the Borrower shall be in compliance with the covenants contained in Section 5.04 (as determined on a Pro Forma Basis, (x) after giving full effect to the incurrence of the requested Incremental Facility, and (y) assuming for such purposes that all Incremental Revolving Credit Commitments under all previously incurred and then-outstanding Incremental Revolving Credit Facilities, and all Incremental Revolving Credit Commitments under the requested Incremental Revolving Facility (if any), are fully drawn) and (iii) the incurrence of such Debt and the Liens securing such Debt shall be permitted under the Related Documents and all other documents evidencing Debt incurred pursuant to Section 5.02(b)(i)(C), upon written notice to the Administrative Paying Agent, the BorrowerBorrower may, may from time to time, request an increase on the terms and conditions set forth in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting applicable Incremental Assumption Agreement, request (x) an increase in the Revolving Credit Facility (each such increasean “Incremental Revolving Credit Facility”) or (y) the addition of one or more new term loan facilities (each an “Incremental Term Facility” and, together with any Incremental Revolving Credit Facility, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental FacilitiesFacility”); provided provided, that (i) in no event shall the aggregate principal amount of all Incremental Facilities incurred after the Closing Date exceed the Incremental Amount at such time; provided, further that any such request for an increase Incremental Facility shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by 25,000,000. If the Borrower and the Administrative Agent and (ii) all Incremental elects to request that existing Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to Credit Lenders participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At Incremental Facility, then at the time of sending such notice, the Borrower shall request that the Paying Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Administrative Paying Agent) shall specify the time period within which each applicable Revolving Credit Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Revolving Credit Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no Event of Default, and no Event of Default would be caused thereby, upon written notice to the Administrative AgentAgent and the Lenders, the Borrower, Borrower may on the Closing Date and from time to time, time thereafter prior to the Revolving Credit Maturity Date request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate Revolving Credit Commitments so long as, after giving effect to thereto, the Total Revolving Credit Commitment does not exceed the lesser of (i) $500,000,000, or (ii) $500,000,000 less the amount by which the Total Revolving Credit Commitment has previously been reduced in accordance with Section 2.13 hereof, and no such increase shall result in any increase in the Letter of Credit Sublimit or the Swingline Sublimit. The Agent may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”) or by one or more new banks, financial institutions or other entities suggested by the Agent or the Borrower (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Credit Commitment or extend a Revolving Credit Commitment, as the case may be (and if requested by the Borrower, the Agent shall bring in an Augmenting Lender reasonably acceptable to the Agent and the Borrower); provided that each Augmenting Lender shall be subject to the reasonable approval of the Agent and the Borrower, and each Increasing Lender and each Augmenting Lender executes documentation in form and content satisfactory to the Agent to either become a party to this Agreement or reflect the increase of such Lender’s Revolving Credit Commitment under this Agreement. At the time of sending a notice requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written noticeCommitments, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable LendersLenders (“Notice Period”). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no DefaultAfter the Initial Closing Date, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Borrowers may from time to time, (x) request an increase in the aggregate principal amount Term Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each a “Term Commitment Increase”) to be made available to the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting Borrowers and (y) request an increase in the Revolving Credit Facility Commitments which may be under a new revolving credit facility or may be part of an existing Class of Revolving Credit Commitments (each such increase, an a “Incremental Revolving Credit Commitment Increase”) or an increase to be made available to the Borrowers; provided, in the Term Facility (each such increaseeither case, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase Term Commitment Increase shall be in a minimum amount of $10,000,000, 5,000,000 or such lesser amount agreed to by the Borrower and the Administrative Agent and increments of $1,000,000 in excess thereof; (ii) all Incremental any such Revolving Increases and Incremental Term Loan Increases Credit Commitment Increase shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify in a minimum amount of $2,000,000 or increments of $1,000,000 in excess thereof; (if then knowniii) the identity scheduled maturity date of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of any such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender Term Commitment Increase and/or Revolving Credit Commitment Increase shall be required no earlier than the Scheduled Maturity Date of the Term Facility and/or Revolving Credit Facility, as applicable; (iv) the Weighted Average Life to participate in Maturity of any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender incremental term loans pursuant to a joinder agreement Term Commitment Increase (each an “Incremental Term Loan”) shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Facility at the time of the closing of such Term Commitment Increase; (v) solely with respect to any Term Commitment Increase entered into on or prior to the first anniversary of the Initial Closing Date, the Effective Yield on any Incremental Term Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”); provided that, in form order to comply with this clause (v) the Borrowers may increase the Effective Yield on the existing Term Facility by the Yield Differential, effective upon the making of such Incremental Term Loan; (vi) the terms of any such Commitment Increase shall be substantially consistent with terms and substance pursuant to documentation applicable to the Term Facility or the Revolving Credit Facility, as applicable (but excluding any terms applicable after the Scheduled Maturity Date of the Term Facility 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 and its counsel the Borrowers; (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (vii) any Commitment Increase may be available in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached Dollars or any other currency reasonably acceptable to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within and the Lenders providing such time period whether or Commitment Increase; and (viii) the obligations in respect of any Incremental Loans shall not it agrees to participate in the requested Incremental Facilitybe secured by any Lien on any asset of any Loan Party that does not constitute Collateral. Any Lender 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 responding within such time period fungible for United States federal income tax purposes with an existing Class of Revolving Credit Commitments (and Revolving Credit Loans thereunder) or Term Loans, as applicable, shall be deemed to have declined to participatedesignated a separate Class of Incremental Commitments for all purposes of this Agreement.

Request for Increase. Provided there exists no DefaultThe Company may, upon written at any time and from time to time, request, by notice to the Administrative Agent, the Borrower, may from time to time, request Administrative Agent’s approval of an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Aggregate Revolving Credit Facility Loan Commitments (each such increase, an a “Incremental Revolving Commitment Increase”) or an increase within the limitations hereafter described, which request shall set forth the amount of each such requested Revolving Commitment Increase. Administrative Agent shall notify all the Lenders of any such request and provide them the first right to participate in the Term Facility same proportions that their respective Applicable Revolving Loan Percentages bear to those of all the Lenders who elect to participate therein. Within twenty (each 20) days of such increaserequest, an “Incremental Term Loan Increase”the Administrative Agent shall advise the Company of its approval or disapproval of such request; each Incremental failure to so advise the Company shall constitute disapproval. If the Administrative Agent approves any such Revolving Commitment Increase, then the Aggregate Revolving Commitment may be so increased (up to the amount of such approved Revolving Commitment Increase) by having one or more of the Lenders increase the amount of their then existing Revolving Loan Commitments and, if existing the Lenders do not choose to participate to the extent necessary for the applicable Revolving Commitment Increase to be provided entirely by existing the Lenders, by having one or more new the Lenders become the Lenders party to this Agreement. Any Revolving Commitment Increase shall be subject to the following limitations and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that conditions: (i) any such request for an increase Revolving Commitment Increase shall not be less than $5,000,000.00 (and shall be in a minimum amount integral multiples of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and 5,000,000.00 if in excess thereof); (ii) all Incremental any Revolving Increases Commitment Increase will constitute a corresponding proportionate increase of the maximum aggregate amount of Canadian Dollar Loans, Swingline Loans and Incremental Term Loan Increases Canadian Dollar Swingline Loans permitted hereunder; (iii) no Revolving Commitment Increase shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify increase (if then knownA) the identity Aggregate Revolving Loan Commitments to an amount in excess of each $250,000,000.00, (B) the maximum aggregate amount of Canadian Dollar Loans permitted hereunder to an amount in excess of $50,000,000.00, (C) the maximum aggregate amount of Swingline Loans permitted hereunder to an amount in excess of $25,000,000.00, or (D) the maximum aggregate amount of Canadian Dollar Swingline Loans permitted to an amount in excess of $6,250,000.00; (iv) the provisions of Section 9.04(b) shall apply in respect of any Increasing Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to before the Revolving Commitment Increase, as if such Increasing Lender were an assignee of a joinder agreement in form Revolving Loan Commitment, (v) the Borrowers shall have executed and substance reasonably satisfactory delivered to the Administrative Agent and its such Note or Notes as the applicable Increasing Lender requests to reflect such Revolving Commitment Increase (or, in the case of a new Lender, such Lender’s Revolving Commitment); (vi) the Company shall have delivered to the Administrative Agent opinions of counsel (a “New substantially similar to the forms of opinions provided for in Section 4.01 modified to apply to the Revolving Commitment Increase and each Note executed and delivered in connection therewith); (vii) the Guarantors shall have consented in writing to the Revolving Commitment Increase and shall have agreed in writing that their Subsidiary Guarantees continue in full force and effect; and (viii) the Company, Subsidiaries and each Lender Joinder Agreement”)shall have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Revolving Commitment Increase. At The form and substance of the time of sending such notice, the Borrower documents required under clauses (in consultation with v) through (viii) above shall be fully acceptable to the Administrative Agent) . The Administrative Agent shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such written notice to all of the applicable Lenders). Each Lender approached to provide all or a portion Lenders hereunder of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateany Revolving Commitment Increase.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Borrower may from time to time, time request an increase in the aggregate principal amount of the Facilities to Aggregate Commitments by an amount (for all such requests, in the aggregate) not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)350,000,000; provided that (iI) any such request for an increase shall be in a minimum amount of $10,000,00025,000,000, or such lesser amount agreed to by and (II) the Borrower and may make a maximum of three (3) such requests. Any increases to the Administrative Agent and (ii) all Incremental Aggregate Commitments may take the form of an increase in the Revolving Increases and Incremental Loan Commitments or an increase in the Term Loan Increases shall be on the same terms Commitments, including as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all one or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)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 applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each 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 approached hereunder) to provide all 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 their affiliates) or one or more of the Lenders making Incremental Term Loans (each an “Increasing Term Lender”), as the case may be, may be different than those paid with respect to the Lenders under the Term Loan on or prior to the Closing Date or with respect to any other Increasing Term Lender in connection with any other increase in the Term Loan Commitments pursuant to this Section 2.16); provided, however, that at the election of the Borrower the Incremental Term Loans may be implemented through additional new tranches of term loans (instead of being implemented as an increase in the existing Term Loan) with (i) a final maturity date occurring on or later than the Maturity Date for the existing Term Loan, (ii) the same or a portion longer weighted average life to maturity of an increase shall notify such Incremental Term Loans than the weighted average life to maturity of the existing Term Loan, (iii) interest rates and fees applicable to such Incremental Term Loans determined by the Borrower and the Increasing Term Lenders, and/or (iv) with such other changes as may be approved by the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateAgent.

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written at any time and from time to time, request, by notice to the Administrative Agent, the Borrower, may from time to time, request Administrative Agent’s approval of either (i) an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Aggregate Facility A Commitment and, if applicable under Section 2.18(e), Aggregate Facility B Commitment (each such increase, an a “Incremental Revolving Revolver Increase”) or an increase (ii) additional Facility C Loans (a “Facility C Increase”), or both (in each case, a “Facility Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Revolver Increase and Facility C Increase. Within twenty (20) days of such request, the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; failure to so advise the Borrower shall constitute disapproval. If the Administrative Agent approves any such Facility Increase, then (x) in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving case of a Revolver Increase, the Aggregate Facility A Commitment and, if applicable under Section 2.18(e), Aggregate Facility B Commitment may be so increased (up to the amount of such approved Revolver Increase, in the aggregate) by having one or more New Revolver Lenders increase the amount of their then existing Facility A Commitments and, if applicable under Section 2.18(e), Facility B Commitments or become Facility A Lenders and, if applicable under Section 2.18(e), Facility B Lenders and Incremental Term Loan (y) in the case of a Facility C Increase, additional Facility C Loans may be made (up to the amount of such approved Facility C Increase) by one or more New Facility C Lenders, subject to and in accordance with the provisions of this Section 2.18. Any Facility Increase are collectively referred shall be subject to as “Incremental Facilities”); provided that the following limitations and conditions: (i) any such request for an increase (in the aggregate) in the Aggregate Facility A Commitment and, if applicable under Section 2.18(e), Aggregate Facility B Commitment, and the amount (in the aggregate) of any new Facility A Commitment and, if applicable under Section 2.18(e), new Facility B Commitment of any New Revolver Lender or the amount (in the aggregate) of any increase in the Facility A Commitment and, if applicable, under Section 2.18(e), Facility B Commitment of any New Revolver Lender, shall not be less than $5,000,000 (and shall be in a minimum amount integral multiples of $10,000,000, 1,000,000 if in excess thereof); (ii) any additional Facility C Loans by any New Facility C Lender shall not be less than $5,000,000 (and shall be in integral multiples of $1,000,000 if in excess thereof); (iii) no Facility Increase pursuant to this Section 2.18 shall increase the Aggregate Commitment to an amount in excess of $1,399,000,000 or such lesser increase the sum of the Aggregate Facility A Commitment and the Aggregate Facility B Commitment to an amount agreed to by in excess of $1,100,000,000; (iv) the Borrower and each New Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit O hereto, and the Administrative Agent shall have accepted and executed the same; (iiv) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender have executed and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory delivered to the Administrative Agent and its such Note or Notes as the Administrative Agent shall require to reflect such Facility Increase; (vi) the Borrower shall have delivered to the Administrative Agent opinions of counsel (a “substantially similar to the forms of opinions provided for in Section 5.01 modified to apply to the Facility Increase and each Note and Commitment and Acceptance executed and delivered in connection therewith); (vii) the Guarantors and the pledgors under the Pledge Agreements shall have consented in writing to the Facility Increases and shall have agreed that their Guaranties and Pledge Agreements continue in full force and effect; and (viii) the Borrower and each New Lender Joinder Agreement”)shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Facility Increase. At The form and substance of the time of sending such notice, the Borrower documents required under clauses (in consultation with iv) through (viii) above shall be fully acceptable to the Administrative Agent) . The Administrative Agent shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such written notice to all of the applicable Lenders). Each Lender approached to provide all or a portion Lenders hereunder of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateany Facility Increase.

Request for Increase. Provided there exists no DefaultIf the Available Borrowing Base exceeds $200 million at any time following the Closing Date and the Borrower is in compliance with the Borrowing Base Requirement, the Borrower may request an increase in Commitments upon written notice to the Administrative Agent, the Borrower, may from time to time, request an increase Agent in the aggregate principal form of Exhibit D (each such notice, a “Incremental Loan Commitment Increase Notice”), pursuant to which the Borrower will request the Lenders to provide on a pro rata basis, or, in the event one or more of the Lenders declines to provide its pro rata share of the requested amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in commitments pursuant to Section 2.9(b), permit other existing Lenders (on a non-pro rata basis) or New Lenders (defined below) to provide, new Commitments to increase the Revolving Credit Facility Total Commitment Amount (each such increasenew Commitment, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental FacilitiesCommitment”); provided that provided, that: (i) the Incremental Loan Commitment Increase Notice shall set forth (A) the aggregate amount of the Incremental Loan Commitments requested, (B) the date on which such Incremental Loan Commitments are requested to be effective (“Incremental Loan Increase Date”), which shall not be less than sixty (60) days after the date of such notice, (C) the requested maturity date and interest rate of Incremental Loans related to such Incremental Loan Commitments, and (D) the upfront fees the Borrower proposes to pay to participating Lenders in such Incremental Loan Commitment, (ii) all Incremental Loan Commitments hereunder shall not exceed $175,000,000 (the “Incremental Loan Amount”) in the aggregate, [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (iii) any such request for an increase Incremental Loan Commitment shall be in a minimum amount of (x) $10,000,000, 50,000,000 or (y) such lesser amount agreed equal to the Incremental Loan Amount minus the Incremental Loan Commitments granted on or prior to the date of such request, (iv) the terms of each requested Incremental Loan Commitment are identical to those applicable to the original Commitment, other than with respect to (x) maturity (provided that the Loan Maturity Date of any Incremental Loan shall not be earlier than the Loan Maturity Date of the Initial Loans), (y) interest rates, and (z) upfront fees, (v) if the All-In Yield applicable to such Incremental Loan Commitment shall be greater than the applicable All-In Yield payable with respect to any Loans (other than Incremental Loans made pursuant to such Incremental Loan Commitment) by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the LIBO Rate or Base Rate floor) with respect to such Loans shall be increased by the Borrower and applicable Yield Differential; provided, that, if any Incremental Loan Commitments include a LIBO Rate or Base Rate floor that is greater than the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases LIBO Rate or Base Rate floor applicable to any existing Loans, such differential between interest rate floors shall be on included in the same terms as calculation of All-In Yield for purposes of this clause ‎(v) but only to the Facility being increased. In extent an increase in the LIBO Rate or Base Rate Floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such written notice, case the LIBO Rate and Base Rate floors (but not the Applicable Margin) applicable to the existing Loans shall be increased to the extent of such differential between interest rate floors; provided further that any undrawn or commitment fees applicable to such Incremental Loan Commitments shall be included in the foregoing calculation solely to the extent such fees exceed those applicable to the Loans by more than 50 basis points per annum; (vi) no request for an Incremental Loan Commitment may be made after the end of the Availability Period, (vii) the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with information that is reasonably requested by the Administrative AgentAgent on behalf of the Lenders to evaluate the request for an Incremental Loan Commitment, (viii) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from on the date of delivery of such notice to the applicable Lenders). Each request by the Borrower for an Incremental Loan Commitments, the conditions set forth in Section 2.9(e)(i) shall have been satisfied, and (ix) no Lender approached shall be obligated to provide all any new or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateadditional Commitment.

Request for Increase. Provided there exists no Default, upon The Borrower may by written notice to the Administrative AgentAgent request, the Borrower, may from time to time, request an to increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 650,000,000750,000,000 through one or more increases in the aggregate after giving effect to such increase by requesting an increase in the existing Revolving Credit Facility Commitments (each such increaseeach, an “Incremental Revolving IncreaseCommitment”) or an increase and/or increases in the principal amount of the Term Facility Loan (each such increaseeach, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental FacilitiesCommitment”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or 50,000,000 (provided that such lesser amount agreed to by may be less than $50,000,000 if such amount represents all remaining availability under the Borrower and aggregate limit in respect of the Administrative Agent Facilities set forth above) and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower may make a maximum of three such requests. Each notice from the Borrower pursuant to this Section 2.15 shall specify (if then knowni) the date on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (the “Notice Period”) and (ii) the identity of each Lender and each other Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and whom the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing proposes any portion of such increase Incremental Commitments be allocated and the amount of Incremental Revolving Commitment and/or Incremental Term Commitment being requested from each such Lender and Eligible Assignee; provided that is not an any existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall the Incremental Commitments may elect or decline, in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached its sole discretion, to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Commitment and any Lender not responding within such time period the Notice Period shall be deemed to have declined to participateprovide such Incremental Commitment. The Administrative Agent and the Borrower shall thereafter determine the effective date (each an “Increase Effective Date”) and the final allocation of such Incremental Commitments among the Lenders and Eligible Assignees.

Request for Increase. Provided there exists no DefaultDefault has occurred and is continuing, upon the Borrower may, on any Business Day after the date hereof, without the consent of any Lender but with the written notice to consent of the Administrative Agent, the BorrowerL/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), may from time increase the Aggregate Commitments by delivering a request therefor at least five Business Days prior to time, request an the desired effective date of such increase in the aggregate principal amount (a) containing a certification of a Responsible Officer of the Facilities Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to an amount not exceeding $600,000,000 in the aggregate such increase and (ii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the effective date of any such Aggregate Commitments increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date (and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01), and (b) identifying one or more additional Eligible Assignees (each, a "New Lender") (or additional Commitments agreed to be made by one or more existing Lenders) and the amount of each such Person's Commitment (or additional amount of its Commitment), and the Administrative Agent shall promptly notify the Lenders thereof; provided that prior to approaching a New Lender, the Borrower shall have offered to the existing Lenders the opportunity to increase by requesting an their respective Commitments. The Borrower may not make more than one such Aggregate Commitments increase request in any calendar year, no such requested increase in the Revolving Credit Facility (each such increaseAggregate Commitments shall be in an amount less than $25,000,000, an “Incremental Revolving Increase”) or an increase and in the Term Facility aggregate such requests shall not exceed $50,000,000. The Borrower and each New Lender shall have executed and delivered to the Administrative Agent a New Lender Agreement (each such increaseeach, an “Incremental Term Loan Increase”; each Incremental Revolving Increasea "New Lender Agreement") substantially in the form of Exhibit H and the Administrative Agent, the L/C Issuer and Incremental Term Loan Increase are collectively referred the Swing Line Lender shall, if acceptable to as “Incremental Facilities”); provided that (i) any such request for an them in their respective reasonable discretion, execute the same. The effective date of the Aggregate Commitments increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to upon by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on Agent. Upon the same terms as the Facility being increased. In such written noticeeffectiveness thereof, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no each New Lender (or, if applicable, each existing Lender that consented to an increase in its Commitment) shall be required to participate in any such increase advance Loans, and the Borrower shall not be prepay any outstanding Loans (and pay any additional amounts required pursuant to offer Section 3.05) in an amount sufficient that after giving effect to any existing its Loan each Lender (including each New Lender) shall have outstanding its pro rata share of the opportunity to participate in any such increase Loans and (y) any Eligible Assignee providing any portion of such increase that is not an each New Lender and increasing existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided participation in all outstanding Letters of Credit in accordance with its new Applicable Percentage. The Borrower agrees to participatepay any out-of-pocket expenses of the Administrative Agent relating to any Aggregate Commitments increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender's Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment.

Request for Increase. Provided there exists no DefaultAt any time prior to the applicable Maturity Date, upon written notice to the Administrative Agent, Agent by the Borrower, may from time the Borrower shall have the right 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 requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Increase”) and/or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental Term Loan IncreaseFacility”; each Incremental Revolving Increase, Term Loan Facility and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)) to an amount not exceeding $1,250,000,000 in the aggregate after giving effect to all such Incremental Facilities; provided that (i) any such request for an increase shall each Incremental Facility must be in a minimum amount of $10,000,000, 10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amount other amounts as are agreed to by the Borrower and the Administrative Agent and Agent), (ii) all Incremental Revolving Increases and each Incremental Term Loan Increases Increase shall be on the same terms (including maturity date) as the Term Facility being increased. In and each increase of an existing Incremental Term Loan Facility shall be on the same terms (including maturity date) as such written noticeexisting Incremental Term Loan Facility, and (iii) the terms and conditions of each newly established Incremental Term Loan Facility shall, subject to clause (i) of the second proviso to Section 10.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of the Term Facility or a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower shall specify (if then known) may approach any Lender or any Person that meets the identity of each Lender and each requirements to be an Eligible Assignee to provide all or a portion of the requested increase; provided that it proposes (x) any Lender offered or approached to approach 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 increase, (subject in each case to any requisite consents required under Section 11.06); provided, however, that (xy) no existing Person approached shall become a Lender shall be without the written consent of the Administrative Agent if required pursuant to participate in any such increase Section 10.06(b) and (z) the Borrower shall not be required obligated to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing provide any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to requested increase. Neither the Arrangers, the Bookrunners nor the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)shall have any responsibility for arranging any such Incremental Facility without their prior written consent. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.35

Request for Increase. Provided there exists no Default or Event of Default, upon written notice to the Administrative Agent, the Borrower, Company may from time to time, upon notice to the Administrative Agent (who shall promptly notify the Lenders), request (an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting “Increase Request”) (i) one or more incremental Term Loans and/or (ii) an increase in the Revolving Credit Facility Commitments (each such increaseincremental Term Loan and/or increase under clause (ii), an “Incremental Revolving Increase”) ” or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving IncreaseFacility” and, and Incremental Term Loan Increase are collectively referred to as collectively, the “Incremental Facilities”), in an aggregate amount for all such Incremental Facilities of up to but not exceeding $65,000.000; provided that (i) any such request for an increase Increase Request shall be in a minimum amount of $10,000,000, or and (ii) the Company may make a maximum of three such lesser amount agreed requests. If the Company delivers an Increase Request, each Lender shall have the option, but not any obligation, to participate in such Increase Request to the extent of its Revolving Commitment Percentage and/or Term Commitment Percentage thereof (as applicable) by the Borrower and delivering a written notice to the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion Company within ten Business Days of such increase Lender’s receipt of the Increase Request (subject in each case to any requisite consents required under Section 11.06); provided, however, it being agreed and understood that (x) no existing such Lender shall be required deemed to have elected not to participate in the Increase Request if it does not respond to the Increase Request within ten Business Days of its receipt thereof). Neither the Administrative Agent nor any Lender shall have any obligation or other commitment to participate in any such increase and in the Borrower shall Revolving Commitments or in an Incremental Facility. If one or more of the Lenders elect not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental FacilityIncrease Request, then the Lenders participating in the Increase Request may, at their option (but without any obligation), elect to participate in such remaining portion of the Increase Request (with such remaining portion to be allocated ratably among such participating Lenders based on their respective Revolving Commitment Percentages and/or Term Commitment Percentages thereof, as applicable, (as such percentages are adjusted to reflect the absence of the Lenders not participating in such Increase Request so that the total percentages shall equal 100% of such remaining amount being allocated) or as otherwise may be agreed by such participating Lenders). Any To achieve the full amount of an Increase Request, and subject to the approval of the Administrative Agent, the Swingline Lender and the Issuing Lender, such approval not responding within to be unreasonably withheld, the Company may invite other banks, financial institutions and investment funds to join this Credit Agreement as Lenders hereunder, provided that such time period other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent, the Borrower and the Lenders participating in such Increase may amend this Credit Agreement or any other Credit Document solely as may be deemed necessary to have declined reflect the increase in the Revolving Commitment or the Term Facilities, and the Borrowers will execute replacement Notes for each participating Lender or new Notes for each new Lender who requests a Note, reflecting the increased amount of such Lender’s share of the Revolving Commitment or such Lender’s Term Loans, as applicable, or, in the case of a new Lender, the amount of such Lender’s Revolving Commitment or Term Loans. The Borrowers agree to participateexecute such amendments and supplements to the Security Documents as the Administrative Agent reasonably deems necessary in connection with an Increase Request.

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written at any time and from time to time, request, by notice to the Administrative Agent, the Borrower, may from time to time, request Administrative Agent’s approval of an increase of the Aggregate Commitment (“Facility Increase”), within the limitations hereafter described, which request shall set forth the amount of each such requested Facility Increase. Within twenty (20) days of such request, the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; failure to so advise the Borrower shall constitute disapproval. If the Administrative Agent approves any such Facility Increase, then the Aggregate Commitment may be so increased (up to the amount of such approved Facility Increase, in the aggregate principal aggregate) by having one or more New Lenders increase the amount of their then existing Commitments or become Lenders, subject to and in accordance with the Facilities provisions of this Section 2.20. Any Facility Increase shall be subject to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, following limitations and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that conditions: (i) any such request for an 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 be in a minimum amount of $10,000,000, or such lesser amount (unless otherwise agreed to by the Borrower and the Administrative Agent Agent) not be less than $5,000,000 (and shall be in integral multiples of $1,000,000 if in excess thereof); (ii) all Incremental Revolving Increases no Facility Increase pursuant to this Section 2.20 shall increase the Aggregate Commitment to an amount in excess of $200,000,000; (iii) the Borrower and Incremental Term Loan Increases each New Lender shall be on have executed and delivered a commitment and acceptance (the same terms as “Commitment and Acceptance”) substantially in the Facility being increased. In such written noticeform of Exhibit F hereto, and the Administrative Agent shall have accepted and executed the same; (iv) the Borrower shall specify (if then known) the identity of each Lender have executed and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory delivered to the Administrative Agent and its such Note or Notes as the Administrative Agent shall require to reflect such Facility Increase; (v) the Borrower shall have delivered to the Administrative Agent opinions of counsel (a “substantially similar to the forms of opinions delivered pursuant to Section 4.01, modified to apply to the Facility Increase and each Note and Commitment and Acceptance executed and delivered in connection therewith); (vi) the Guarantors, if any, shall have consented in writing to the Facility Increases and shall have agreed that their Guaranties continue in full force and effect; and (vii) the Borrower and each New Lender Joinder Agreement”)shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Facility Increase. At The form and substance of the time of sending such notice, the Borrower documents required under clauses (in consultation with iii) through (vii) above shall be fully acceptable to the Administrative Agent) . The Administrative Agent shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such written notice to all of the applicable Lenders). Each Lender approached to provide all or a portion Lenders hereunder of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateany Facility Increase.

Request for Increase. Provided there So long as no Default exists or would result therefrom (or, in the case of any Increase the proceeds of which are to be used primarily to finance a Limited Conditionality Acquisition, no DefaultSpecified Event of Default exists or would result therefrom, which condition shall, at the option of the Borrower, be tested on the date the acquisition agreement with respect to such Limited Conditionality Acquisition is signed), upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Borrower may from time to time, request an increase in the Commitments (an “Increase” and such additional Commitments, “New Commitments”) by an aggregate amount (for all such requests) not exceeding at any time outstanding the Dollar Equivalent of $500,000,000 (such amount, the “Available Increase Amount”) less the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “any then outstanding Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)Equivalent Debt; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,00050,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify may make a maximum of five such requests. The Borrower may approach any Lender or any Person (if then knownother than a natural Person) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case the New Commitments, subject, if applicable, to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to approval thereof by the Administrative Agent and the Issuing Banks in the case of a Person that is not a Lender, to the extent such approval is required in the case of an assignment to such Person pursuant to Section 11.06(b); provided that (i) no Lender shall have the right to provide any portion of the New Commitments and (ii) any Lender approached to provide all or a portion of the New Commitments may elect or decline, in its counsel (a “sole discretion, to provide such New Lender Joinder Agreement”)Commitments. At the time of sending such notice, to the extent applicable, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested Incremental Facilityincrease. Any Lender not responding within such time period shall be deemed to have declined to participateincrease its Commitment.

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Borrower may from time to time, request an increase in the aggregate principal amount Aggregate Credit Facility Amount (as determined by the Borrower but subject to the approval of the Facilities Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned)) by an amount that will not exceeding $600,000,000 in cause the aggregate after giving effect to such increase by requesting an increase in the Revolving Aggregate Credit Facility Amount to be greater than the sum of (each such increasei) the Aggregate Credit Facility Amount on the Closing Date, an “Incremental Revolving Increase”plus (ii) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)$300,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 25,000,000 (or such lesser other amount as agreed to by the Borrower and Administrative Agent). Such increase in the Administrative Agent and Aggregate Credit Facility Amount may be utilized by requesting either (i) additional Revolving Credit Commitments or (ii) all Incremental Revolving Increases and Incremental the making of additional Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify Loans (if then known) the identity in one or more tranches of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”Term Loans). At the time of sending such notice, the Borrower shall specify the nature of such increase (either as a Revolving Credit Commitment or as Term Loans (in one or more tranches of Term Loans)) and may request all or part of such increase from the existing Lenders and, if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached In the event that the Borrower elects to provide all or a portion of an request such increase as Term Loans, the Borrower (in consultation with the Administrative Agent) shall notify the Administrative Agent within Lenders of the material terms of the Term Loans, including the proposed pricing, maturity, amortization schedule, maximum number of Interest Periods, permitted Types of Term Loans and other terms customary for Term Loans, provided, however that (A) the maturity date for such time period whether or Term Loans shall not it agrees be prior to participate the Maturity Date with respect to the Revolving Credit Facility and (B) such Term Loans not require prepayment other than (i) as otherwise required pursuant to this Agreement and (ii) scheduled amortization in excess of 5% of the requested Incremental Facility. Any Lender not responding within aggregate initial principal amount of such time period shall be deemed to have declined to participateTerm Loans per annum.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower, Borrower may from time to time, time request an increase in the aggregate principal amount of the Facilities to Facility by an amount not exceeding $600,000,000 (in the aggregate for all such requests) not exceeding (x) for the period prior to January 9, 2018, $50,000,000 and (y) for the period from and after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increaseJanuary 9, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase2018, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)$150,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 25,000,000 (or such lesser amount agreed to by as the Borrower and the Administrative Agent may agree), and (ii) all Incremental Revolving Increases the Borrower may make a maximum of two such requests from and Incremental Term Loan Increases shall be on after January 9, 2018. At the same terms as the Facility being increased. In time of sending such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee to whom the Borrower proposes any portion of such increase in the Facility be allocated; provided, however, that it proposes to approach (i) any existing Lender approached to provide all or a portion of such increase in the Facility may elect or decline, in its sole discretion, to provide all or a portion of such increase in the Facility offered to it (subject in each case and any Lender that has failed to respond to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender such request shall be required deemed to have declined to participate in any such increase and in the Borrower shall not be required to offer to any existing Facility), (ii) no Lender the opportunity to participate in any or Eligible Assignee providing such increase shall be an Ineligible Institution, (iii) each Lender and Eligible Assignee providing such increase shall be subject to the consent of the Administrative Agent (not to be unreasonably withheld) to the extent an assignment of Term Loans to such Person would require consent of the Administrative Agent under Section 10.06 and (yiv) any Eligible Assignee providing any portion of such increase in the Facility that is not an existing Lender (such Eligible Assignee, a “New Lender”) shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At Any increase in the time Facility pursuant to this Section 2.17 shall be in the form of sending such notice, one or more additional term loans made to the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached any such term loan being referred to provide all or a portion of herein as an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders“Incremental Term Loan”). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. (i) Provided there exists no Default or Event of Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Borrower may from time to time, request an increase in the aggregate principal amount of the Facilities to Total Commitment by an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)25,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent 5,000,000 and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on any increase will permanently reduce the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required amount available under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)this provision. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is any potential Lenders are requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders and potential Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested Incremental Facilityincrease. Any Lender not responding within such time period shall be deemed to have declined to participateincrease its Commitment. The Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Agent and the other Lenders, the Borrower or Agent (with the approval of Borrower) may also invite additional financial institutions to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Agent and its counsel. (ii) If the Total Commitment is increased in accordance with this Section 2(c), the Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. (iii) As a condition precedent to such increase, the Borrower shall deliver to the Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by an Authorized Officer of Borrower (A) certifying and attaching the resolutions adopted by Borrower approving or consenting to such increase and borrowing from a particular Lender, and (B) certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Section 3 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (y) no Default nor Event of Default exists. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any prepayment fees required pursuant the Master Revolving Notes) to the extent necessary to keep the outstanding Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2(c). (iv) This Section 2(c) shall supersede any provisions in Section 7 or 3(c) to the contrary. 2.10 Schedule I to the Addendum to Credit Agreement is replaced in its entirety with the attached Schedule I. 2.11 In Section 1.A of the Advance Formula Agreement is hereby amended and restated in its entirety as follows:

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower, Borrower may from time to time, request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 700,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or ), requesting an increase in the Closing Date Term Facility (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 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 agreed to by as the Borrower and the Administrative Agent and 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. In such written notice, 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 shall specify and the Lenders providing such Additional TL Tranche, provided, that (if then knownx) the identity final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of each 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 and each or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that it proposes (w) any Lender offered or approached to approach 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 (subject in each case to any requisite consents required under Section 11.06); providedincrease, however, that (x) no existing 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 participate in any such increase 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 and the Swing Line Lenders and the Borrower shall not be required obligated to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing provide any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)requested increase. At the time of sending such its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender and other Person approached to provide all or a portion of an increase by the Borrower is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable such Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no Default, upon written Upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Borrowers may from time to time, time request an increase one or more new term loans in the aggregate principal amount of the Facilities to an amount (the "Additional Term Loans") (for all such requests) not exceeding $600,000,000 100,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increaseaggregate, an “Incremental Revolving Increase”) or an increase in the which Additional Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)Loans will be a new tranche of term loans under this Agreement; provided that (i) no Event of Default or Default exists or would exist after giving effect thereto, (ii) the Borrowers shall be in compliance with Section 7.11 on a Pro Forma Basis after giving effect thereto, (iii) the Additional Term Loans shall have a Weighted Average Life to Maturity equal to or greater than the original Term Loans, (iv) the Applicable Rate with respect to any Additional Term Loans shall not be more than 0.25% higher than the Applicable Rate with respect to the existing tranche of Term Loans, (v) any such request for an increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent 20,000,000 and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then knownvi) the identity Borrowers may make a maximum of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of three such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) Borrowers shall specify the time period within which identity of each applicable Eligible Assignee (and any existing Lender) to whom the Borrowers propose any portion of such Additional Term Loans be allocated and the amounts of such allocations; provided, however, that (A) any existing Lender approached to provide all or a portion of an increase is requested to respond (which shall the Additional Term Loans may elect or decline, in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached its sole discretion, to provide all or a any portion of such Additional Term Loans offered to it and (B) any Eligible Assignee that is not an increase existing Lender (a "New Additional Term Loan Lender") shall notify be approved by the Administrative Agent within and the Borrowers (such time period whether approvals not to be unreasonably withheld or not it agrees to participate in the requested Incremental Facility. Any delayed) (each New Additional Term Loan Lender not responding within such time period shall be deemed to have declined to participateor existing Lender, an "Additional Term Loan Lender").

Request for Increase. Provided there exists no DefaultThe Borrower may at any time or from time to time on and after the Closing Date, upon written by notice to the Administrative Agent, request one or more (A) increases in the aggregate amount of Revolving Commitments (each such increase a “Incremental Revolving Commitment”, (B) increases of the principal amount of Incremental Term B Loans (each, a “Term B Loan Increase”), (C) an increase of the principal amount of Term A Loans (each, a “Term A Loan Increase”; each Term B Loan Increase and Term A Loan Increase, collectively, referred to as the “Term Loan Increases”), (D) one or more term A loan tranches (as determined by the Administrative Agent and the Borrower, may from time taking into account maturity, amortization and applicable rates with respect thereto) to time, request an increase in be made available to the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility Borrower (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increaseeach, an “Incremental Term Loan IncreaseA Loan”) or (E) one or more term B loan tranches (as determined by the Administrative Agent and the Borrower, taking into account maturity, amortization and applicable rates with respect thereto) to be made available to the Borrower (each, an “Incremental Term B Loan”; each Incremental Revolving Increase, Term A Loan and Incremental Term Loan Increase are collectively B Loan, collectively, referred to as the “Incremental Term Loans”; each Incremental Term Loan, each Incremental Revolving Commitment and each Term Loan Increase, collectively, referred to as the “Incremental Facilities”); provided that that: (i) the principal amount for all such Incremental Facilities shall not exceed the Incremental Available Amount; (ii) any such request for an increase Incremental Facility shall be in a minimum amount of $10,000,000, 10,000,000 (or such a lesser amount agreed to by in the Borrower and the Administrative Agent and event such amount represents all remaining availability under this Section); (iiiii) all no Incremental Revolving Increases and Commitment shall (A) increase the L/C Commitment or the Aggregate Revolving Commitment 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 L/C Commitment of any L/C Issuer without the consent of such L/C Issuer or (C) increase the Swingline Sublimit without the consent of the Swingline Lender; (iv) no Incremental Term Loan Increases shall mature earlier than the later of (A) the latest Term A Loan Maturity Date then in effect and (B) the latest Term B Loan Maturity Date or have a shorter weighted average life to maturity than the longest remaining weighted average life to maturity of the Term A Loan facility or the Term B Loan facility; provided that at the option of Borrower, this clause (iv) shall not apply to any Permitted Bridge Indebtedness; (v) [reserved]; (vi) each Incremental Term Loan shall be pari passu in right of payment, voting, security and/or (unless agreed to be paid after, or on the same terms as the Facility being increased. In such written noticea less than pro rata basis with, the Borrower shall specify Term Loans by the Lenders providing such Incremental Term Loan) prepayment with the Term Loans, including sharing in mandatory prepayments under Section 2.11(f) pro rata (or less than pro rata, if then knownagreed by the Lenders providing such Incremental Term Loan) with the identity of Term Loans; (vii) each Lender Term A Loan Increase, Term B Loan Increase, each Incremental Term A Loan and each Eligible Assignee that it proposes to approach to provide all or a portion Incremental Term B Loan shall have an All-in Yield as determined by the Lenders providing such Incremental Facility and the Borrower; provided that, if the All-in Yield in respect of such increase Incremental Facility exceeds the All-in Yield then in effect for the Term B Loans (subject or, if applicable, any prior Incremental Term B Loan), by more than 50 basis points, then the Applicable Rate for the Term B Loans (and any prior Incremental Term B Loan, if applicable) shall be increased so that the All-in each case Yield in respect of the Term B Loans (and any prior Incremental Term B Loans, if applicable) is equal to the All-in Yield for such Incremental Facility minus 0.50%; provided that to the extent that any such differential in the All-in Yield arises out of a higher Term SOFR “floor” on such Incremental Facility, the Term SOFR “floor” for the Term B Loans (and any prior Incremental Term B Loan, if applicable) rather than the Applicable Rate shall be increased accordingly; (viii) except as provided above and in Section 2.20(d), all other terms and conditions applicable to any requisite consents required under Section 11.06); providedIncremental Term Loan, howeverto the extent not consistent with the terms and conditions applicable to the applicable Term Loan facility, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such noticeAgent, the Borrower applicable Lenders providing such Incremental Term Loan and the Borrower; and (in consultation ix) each Incremental Facility shall constitute Obligations hereunder and shall (i) be guaranteed pursuant to the Guaranty and, if secured, secured pursuant the Collateral Documents on a pari passu basis with the Administrative Agentother Obligations hereunder or secured on a junior basis with the other Obligations hereunder, (ii) shall specify not have guarantees from any Person that is not a Loan Party and (iii) if secured, not be secured by assets other than the time period within which each applicable Lender approached to provide all or a portion of Collateral, provided that during an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Investment Grade Period any Incremental Facility. Any Lender not responding within such time period Facility shall be deemed to have declined to participateunsecured.

Request for Increase. Provided there exists no DefaultDefault has occurred and is continuing, upon the Borrower may, on any Business Day after the date hereof, without the consent of any Lender but with the written notice to consent of the Administrative Agent, the BorrowerL/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), may from time increase the Aggregate Commitments by delivering a request therefor at least five Business Days prior to time, request an the desired effective date of such increase in the aggregate principal amount (a) containing a certification of a Responsible Officer of the Facilities Borrower (i) certifying and attaching the resolutions adopted by the Borrower approving or consenting to an amount not exceeding $600,000,000 in the aggregate such increase and (ii) certifying that, before and after giving effect to such increase, the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (provided, that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of the effective date of any such Aggregate Commitments increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided, that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) as of such earlier date (and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.5 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.1), and (b) identifying one or more additional Eligible Assignees (each, a “New Lender”) (or additional Commitments agreed to be made by one or more existing Lenders) and the amount of each such Person’s Commitment (or additional amount of its Commitment), and the Administrative Agent shall promptly notify the Lenders thereof; provided that prior to approaching a New Lender, the Borrower shall have offered to the existing Lenders the opportunity to increase their respective Commitments; provided further, if a Lender has not informed the Borrower and the Administrative Agent in writing, within ten Business Days from the date of such offer by requesting an the Borrower, that such Lender intends to participate in the increase of the Aggregate Commitments, then such Lender shall be deemed to have rejected the offer by Borrower to increase its Commitment. The Borrower may not make more than one such Aggregate Commitments increase request in any calendar year, no such requested increase in the Revolving Credit Facility Aggregate Commitments shall be in an amount less than $25,000,000, and in the aggregate such requests shall not exceed $200,000,000. The Borrower and each New Lender shall have executed and delivered to the Administrative Agent a New Lender Agreement (each such increaseeach, an a “Incremental Revolving IncreaseNew Lender Agreement”) or an increase substantially in the Term Facility (each such increaseform of Exhibit H and the Administrative Agent, an “Incremental Term Loan Increase”; each Incremental Revolving Increasethe L/C Issuer and the Swing Line Lender shall, and Incremental Term Loan Increase are collectively referred if acceptable to as “Incremental Facilities”); provided that (i) any such request for an them in their respective reasonable discretion, execute the same. The effective date of the Aggregate Commitments increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to upon by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on Agent. Upon the same terms as the Facility being increased. In such written noticeeffectiveness thereof, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no each New Lender (or, if applicable, each existing Lender that consented to an increase in its Commitment) shall be required to participate in any such increase advance Loans, and the Borrower shall not be prepay any outstanding Loans (and pay any additional amounts required pursuant to offer Section 3.5) in an amount sufficient that after giving effect to any existing its Loan each Lender (including each New Lender) shall have outstanding its pro rata share of the opportunity to participate in any such increase Loans and (y) any Eligible Assignee providing any portion of such increase that is not an each New Lender and increasing existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided participation in all outstanding Letters of Credit in accordance with its new Applicable Percentage. The Borrower agrees to participatepay any out-of-pocket expenses of the Administrative Agent relating to any Aggregate Commitments increase. Notwithstanding anything herein to the contrary, no Lender shall have any obligation to increase its Commitment and no Lender’s Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Commitment.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower, The Borrower may from time to time, request by notice to the Administrative Agent (x) an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting Aggregate Revolving Commitments (each, a “Revolving Credit Increase”) or (y) an increase in the Revolving Credit Facility 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 new term loan tranches (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increaseeach, an “Incremental Term Loan IncreaseLoan”; each Incremental Term Loan and each Revolving Credit Increase, and Incremental Term Loan Increase are collectively collectively, referred to as the “Incremental FacilitiesIncreases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $1,000,000,000, (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $10,000,000, 50,000,000 (or such a lesser amount agreed to by in the Borrower and event such amount represents all remaining availability under this Section), (iii) no Revolving Credit Increase shall (A) increase the Administrative Agent and L/C Committed Amount without the consent of each L/C Issuer or (iiB) all Incremental Revolving Increases and increase the Swing Line Availability without the consent of the Swing Line Lender, (iv) no Incremental Term Loan Increases that is a separate tranche shall mature earlier than the latest Termination Date, (v) the terms of each Revolving Credit Increase or Incremental Term Loan that is an increase to an existing tranche of Term Loans shall be on identical to those of the same terms Revolving Credit Facility or such applicable Term Loan, as the Facility being increased. In such written noticeapplicable, the Borrower and (vi) each Incremental Increase shall specify (if then known) the identity of each Lender constitute Obligations hereunder and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender guaranteed pursuant to the Guaranties on a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation pari passu basis with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateother Obligations hereunder.

Request for Increase. Provided there exists no DefaultUnless a Default or an Event of Default has occurred and is then continuing, upon written notice so long as Borrowers shall not have elected to permanently reduce the Commitments hereunder and except as otherwise provided herein, Administrative Agent, Borrower may make a maximum of two (2) requests that the Borrower, may from time to time, request an Lenders increase their Commitments hereunder in the aggregate principal amount minimum increments of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility 5,000,000 (each such increase, an “Incremental Revolving Increase”) or an increase in Accordion Activation” and the Term Facility (amount of each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental FacilitiesAccordion Amount”); provided that (i) any Administrative Borrower shall have made such request for an increase to Agent (which shall be in a minimum amount of $10,000,000promptly notify the Lenders) on or subsequent to the Effective Date but no later than one hundred eighty (180) days prior to the Termination Date, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases in no event shall the Commitments be on increased pursuant to this Section 2.2(h) by an amount which exceeds, in the same terms aggregate, $25,000,000, (iii) no Default or Event of Default will occur as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion result of such increase Accordion Activation, (iv) no default or event of default will occur under any other agreement of Indebtedness as a result of such Accordion Activation, (v) Borrowers shall pay Agent (for the ratable benefit of the Accordion Lenders, subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase letter agreement between Agent and the Borrower Accordion Lenders), such fees and other compensation as Borrowers, Agent and the Accordion Lenders shall not be required to offer to any existing Lender agree based upon current market conditions at the opportunity to participate in any time of such increase Accordion Activation, and (yvi) any Eligible Assignee providing any portion of Borrowers shall pay Agent (solely for its own benefit) such increase that is not an existing Lender arrangement fees as Borrowers and Agent shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)agree. At the time of sending making any such noticerequest, the Administrative Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists The Borrower may, at any time and from time to time (but in no Defaultevent more than once during each fiscal year of Borrower), upon written request, by notice to the Administrative Agent, the BorrowerAdministrative Agent’s approval of an increase of the total Commitments (a “Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Commitment Increase. Within twenty (20) days of such request, the Administrative Agent shall determine in accordance with its customary underwriting standards then in effect whether or not it approves the Commitment Increase and advise the Borrower in writing of its approval or disapproval of such request and, if the request is not approved, the reasons therefor. Failure to so advise the Borrower within twenty (20) days shall not constitute approval or disapproval. If the Administrative Agent approves any such Commitment Increase, then the total Commitment may from time be so increased (up to timethe amount of such approved Commitment Increase) by having one or more New Lenders increase the amount of their then existing Commitments or become Lenders, request an provided however that approval by the Administrative Agent is not a commitment by the Administrative Agent to increase its Commitment or to find New Lenders. Any Commitment Increase shall be subject to the following limitations and conditions: [i] any increase (in the aggregate) in the total Commitment and the amount (in the aggregate) of any new Commitment and/or any amount (in the aggregate) of any increase in the aggregate principal amount Commitment of any New Lender, shall not be less than $1,000,000 (and shall be in integral multiples of $500,000 if in excess thereof); [ii] no Commitment Increase pursuant to this Section 2.20 shall increase the Facilities total Commitment to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount excess of $10,000,000, or such lesser amount agreed to by 175,000,000; [iii] the Borrower and each New Lender shall have executed and delivered a Commitment and Acceptance and the Administrative Agent shall have accepted and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on executed the same terms as the Facility being increased. In such written notice, same; [iv] the Borrower shall specify (if then known) the identity of each Lender have executed and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory delivered to the Administrative Agent and its such Note or Notes as any such New Lender shall request to reflect such Commitment Increase; [v] the Borrower shall have delivered to the Administrative Agent opinions of counsel (a “substantially similar to the form of opinion provided for in Section 4.01, modified to apply to the Commitment Increase and each Note and Commitment and Acceptance executed and delivered in connection therewith); [vi] all Guarantors shall have consented in writing to the Commitment Increase and shall have agreed that their Guaranties continue in full force and effect; and (vii) the Borrower and each New Lender Joinder shall otherwise have executed and delivered such other instruments and documents, including but not limited to modifications of the Mortgages, Security Agreement”), Pledge of Equity Interests to, among other things reflect the Commitment Increase, as the Administrative Agent shall have reasonably requested in connection with such Commitment Increase. At The form and substance of the time of sending such notice, the Borrower (in consultation with documents required under clauses [iii] through [vii] above shall be acceptable to the Administrative Agent) . The Administrative Agent shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such written notice to all of the applicable Lenders). Each Lender approached to provide all or a portion Lenders hereunder of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateany Commitment Increase.

Request for Increase. Provided there exists no Event of Default, and no Event of Default would be caused thereby and the Total Revolving Credit Commitment has not been previously reduced in accordance with Section 2.13 hereof, upon written notice to the Administrative AgentAgent and the Lenders, the Borrower, Borrower may on the Closing Date and from time to time, time thereafter prior to the Revolving Credit Maturity Date request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate Revolving Credit Commitments so long as, after giving effect to thereto, the Total Revolving Credit Commitment does not exceed $55,000,000, and no such increase shall result in any increase in the Letter of Credit Sublimit or the Swingline Sublimit. The Agent may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Credit Commitment, an “Increasing Lender”) or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”), to increase their existing Revolving Credit Commitment or extend a Revolving Credit Commitment, as the case may be; provided that each Augmenting Lender shall be subject to the reasonable approval of the Agent and the Borrower, and each Increasing Lender and each Augmenting Lender executes documentation in form and content satisfactory to the Agent to either become a party to this Agreement or reflect the increase of such Lender’s Revolving Credit Commitment under this Agreement. At the time of sending a notice requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written noticeCommitments, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable LendersLenders (“Notice Period”). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no DefaultEvent of Default shall have occurred and be continuing or would exist after giving effect thereto, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders under the applicable Facility), the Borrower, 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 requesting an increase (each a “Facility Increase”) in the Revolving Credit Facility Commitments by an amount (each for all such increase, an “Incremental Revolving Increase”requests) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)not exceeding $50,000,000; provided further that (i) any such request for an increase a Facility Increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent 5,000,000 and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify may make a maximum of eight (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of 8) such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders or such lesser number of days as may be agreed by the Administrative Agent). No Lender shall have any obligation under this Agreement to provide any portion of a Facility Increase. All Revolving Credit Loans made pursuant to any such Facility Increase (i) are herein referred to herein as “Additional Loans” and (ii) shall have identical terms as the existing Revolving Credit Loans, Swing Line Participations, Overadvance Loans and Protective Advance Participations (it being understood that, if required to consummate a Facility Increase, the interest rate margins, rate floors and undrawn commitment fees on the Revolving Credit Commitments being increased may be increased and additional upfront or similar fees may be payable to the lenders participating in the Facility Increase (without any requirement to pay such fees to any existing Revolving Credit Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate).

Request for Increase. Provided there exists no Default, upon Upon written notice to the Administrative Agent, the Borrower, may from time to time, request an increase Agent in the aggregate principal amount form of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to Exhibit E (such increase by requesting an increase in the Revolving Credit Facility (each such increasenotice, an “Incremental Revolving IncreaseLoan Commitment Increase Notice”) or an ), the Borrower may request the Lenders to increase in the Term Facility their Commitments (each such increase, an “Incremental Term Loan IncreaseCommitment”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred ) in an aggregate amount not to as exceed $50,000,000 (the “Incremental FacilitiesLoan Amount”); provided that (i) any such request for an increase Incremental Loan Commitment shall be in minimum increments of $5,000,000 and in a minimum amount of $10,000,000, 10,000,000 or such lesser amount agreed equal to the remaining Incremental Loan Amount (each an “Incremental Loan Commitment Increase”), (ii) no request for an Incremental Loan Commitment may be made after the end of the Availability Period, (iii) the Borrower shall provide to the Lenders such information that is reasonably required by the Lenders to evaluate the request for an Incremental Loan Commitment and (iv) on the date of any request by the Borrower for an Incremental Loan Commitment Increase the conditions set forth in Section 2.10(e)(i), (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 Administrative Agent and date on which such Incremental Loan Commitments are requested to be effective (iieach an “Incremental Loan Increase Date”), which shall not be less than thirty (30) all days nor more than forty-five (45) days after the date of such notice. Any Incremental Revolving Increases and Incremental Term Loan Increases Commitment shall be on a commitment to make loans with the same principal terms as the Facility being increased. In such written noticeLoans, including the Borrower shall specify (if then known) the identity of each Lender same interest rate, Applicable Margin and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participatematurity date.

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written at any time and from time to time, request, by notice to the Administrative Agent, the Borrower, may from time to time, request Administrative Agent’s approval of either (i) an increase in the aggregate principal amount of the Facilities Aggregate Facility A Commitment or (ii) provided the Facility B Commitments have not expired and Facility B has not been converted to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting term loans, an increase of the Aggregate Facility B Commitment, or both (in the Revolving Credit each case, a “Facility (each such increase, an “Incremental Revolving Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Facility Increase. Within twenty (20) days of such request, the Administrative Agent shall advise the Borrower of its approval or an increase disapproval of such request; failure to so advise the Table of Contents Borrower shall constitute disapproval. If the Administrative Agent approves any such Facility Increase, then (x) in the Term case of a Facility Increase for Facility A, the Aggregate Facility A Commitment may be so increased (each up to the amount of such increaseapproved Facility Increase) by having one or more New Revolver Lenders increase the amount of their then existing Facility A Commitments or become Facility A Lenders and (y) in the case of a Facility Increase for Facility B, an “Incremental Term Loan the Aggregate Facility B Commitment may be so increased (up to the amount of such approved Facility Increase”; each Incremental Revolving Increase, ) by having one or more New Revolver Lenders increase the amount of their then existing Facility B Commitments or become Facility B Lenders. Any Facility Increase shall be subject to the following limitations and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that conditions: (i) any such request for an increase (in the aggregate) in the Aggregate Facility A Commitment and/or the Aggregate Facility B Commitment, and the amount (in the aggregate) of any new Facility A Commitment and/or any new Facility B Commitment of any New Revolver Lender or the amount (in the aggregate) of any increase in the Facility A Commitment and/or Facility B Commitment of any New Revolver Lender, shall not be less than $5,000,000 (and shall be in a minimum amount integral multiples of $10,000,000, or such lesser 1,000,000 if in excess thereof); (ii) no Facility Increase pursuant to this Section 2.18 shall increase the Aggregate Commitment to an amount agreed to by in excess of $1,400,000,000; (iii) the Borrower and each New Revolver Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit G hereto, and the Administrative Agent shall have accepted and executed the same; (iiiv) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender have executed and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory delivered to the Administrative Agent and its such Note or Notes as the Administrative Agent shall require to reflect such Facility Increase; (v) the Borrower shall have delivered to the Administrative Agent opinions of counsel (a “New Lender Joinder Agreement”substantially similar to the forms of opinions provided for in Section 5.01 modified to apply to the Facility Increase and each Note and Commitment and Acceptance executed and delivered in connection therewith). At ; (vi) the time of sending such notice, Guarantors shall have consented in writing to the Facility Increases and shall have agreed that their Guaranties continue in full force and effect; and (vii) the Borrower and each New Revolver 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 (in consultation with iii) through (vii) above shall be fully acceptable to the Administrative Agent) . The Administrative Agent shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such written notice to all of the applicable Lenders). Each Lender approached to provide all or a portion Lenders hereunder of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateany Facility Increase.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Company may from time to time, time request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”i) one or an increase in the Term Facility more incremental term loan commitments (each such increaseeach, an “Incremental Term Loan IncreaseCommitment) to make one or more additional term loans (any such additional term loan, an “Incremental Term Loan”; each ) or (ii) one or more increases in the Aggregate Revolving Credit Commitments (each, an “Incremental Revolving Credit Facility Increase” and, together with the Incremental Term Loan Commitments and Incremental Term Loan Increase are collectively referred to as Loans, the “Incremental FacilitiesIncreases”); provided that (iA) the aggregate amount of all Incremental Increases shall not exceed $300,000,000, (B) any such request for an increase Incremental Increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and 25,000,000 (unless the Administrative Agent agrees to a smaller amount) and (iiC) all the Company may make a maximum of three such requests in respect of Incremental Revolving Credit Increases and three such requests in respect of the Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)Commitments. At the time of sending such notice, the Borrower Company (in consultation with the Administrative Agent) shall specify (i) the time period within which identity of each applicable existing Lender and each Eligible Assignee to whom the Company proposes any portion of such Incremental Increase be allocated and the amounts of such allocations (each such Lender or Eligible Assignee, an “Incremental Lender”); provided that (A) any Incremental Lender approached to provide all or a portion of such Incremental Increase may elect or decline, in its sole discretion, to provide such Incremental Increase and (B) any such Eligible Assignee shall be subject to the approval of the Administrative Agent and, in the case of an increase Incremental Revolving Credit Facility Increase, the Swingline Lender (which approvals shall not be unreasonably withheld or delayed), and (ii) the time period within which each Incremental Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Incremental Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower, Borrower may from time to time, request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 700,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or ), requesting an increase in the Closing Date Term Facility (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 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 agreed to by as the Borrower and the Administrative Agent and 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. In such written notice, 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 shall specify and the Lenders providing such Additional TL Tranche, provided, that (if then knownx) the identity final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of each 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 and each or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that it proposes (w) any Lender offered or approached to approach 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 (subject in each case to any requisite consents required under Section 11.06); providedincrease, however, that (x) no existing 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 participate in any such increase 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 and the Swing Line Lenders and (z) the Borrower shall not be required obligated to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing provide any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)requested increase. At the time of sending such its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender and other Person approached to provide all or a portion of an increase by the Borrower is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable such Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no DefaultUnless a Default or an Event of Default has occurred and is continuing, upon Borrower, by written notice to the Administrative Agent, may request to increase the BorrowerRevolving Credit Commitments, may from time to timeor enter into one or more other tranches of revolving loans or term loans (each an “Incremental Increase”), in each case by/in an amount not less than Twenty Five Million Dollars ($25,000,000) per request an increase and not more than Five Hundred Million Dollars ($500,000,000) in the aggregate (such that the 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 the Facilities Loans with respect to an amount not exceeding $600,000,000 in the aggregate any tranches of term loans (if any) after giving effect to any such increase by requesting an increase in the Revolving Credit Facility Incremental Increase shall never exceed One Billion Two Hundred Fifty Million Dollars (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”$1,250,000,000)); provided that (i) any such request for an increase all Incremental Increases shall be rank pari passu in a minimum amount right of $10,000,000payment with all other Loans hereunder, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Increases of the Revolving Increases and Incremental Term Loan Increases Credit Commitments shall be on the same terms as the Facility being increased. In Revolving Credit Commitments, (iii) Incremental Increases in the form of a new tranche of revolving loans shall not mature earlier than the Revolving Credit Maturity Date, and (iv) all incremental commitments and loans provided as part of an Incremental Increase in the form of a new tranche of terms loans shall, subject to clause (iii) of the second proviso to Section 12.02, be on terms agreed to by Borrower and the Banks providing such written noticeIncremental Increase, provided, that if the terms of such Incremental Increase (other than final maturity) are not the same as the terms of a then existing tranche of term loans, the Borrower shall specify (if then known) the identity of each Lender operational, technical and each Eligible Assignee that it proposes to approach to provide all or a portion administrative provisions of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender Incremental Increase shall be required on terms reasonably acceptable to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)Agent. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is the Banks are requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable LendersBanks). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written at any time and from time to time, request, by notice to the Administrative Agent, the Borrower, may from time to time, request Administrative Agent’s approval of either (i) an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Aggregate Facility A Commitment and, if applicable under Section 2.18(e), Aggregate Facility B Commitment (each such increase, an a “Incremental Revolving Revolver Increase”) or an increase (ii) additional Facility C Loans (a “Facility C Increase”), or both (in each case, a “Facility Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Revolver Increase and Facility C Increase. Within twenty (20) days of such request, the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; failure to so advise the Borrower shall constitute disapproval. If the Administrative Agent approves any such Facility Increase, then (x) in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving case of a Revolver Increase, the Aggregate Facility A Commitment and, if applicable under Section 2.18(e), Aggregate Facility B Commitment may be so increased (up to the amount of such approved Revolver Increase, in the aggregate) by having one or more New Revolver Lenders increase the amount of their then existing Facility A Commitments and, if applicable under Section 2.18(e), Facility B Commitments or become Facility A Lenders and, if applicable under Section 2.18(e), Facility B Lenders and Incremental Term Loan (y) in the case of a Facility C Increase, additional Facility C Loans may be made (up to the amount of such approved Facility C Increase) by one or more New Facility C Lenders, subject to and in accordance with the provisions of this Section 2.18. Any Facility Increase are collectively referred shall be subject to as “Incremental Facilities”); provided that the following limitations and conditions: (i) any such request for an increase (in the aggregate) in the Aggregate Facility A Commitment and, if applicable under Section 2.18(e), Aggregate Facility B Commitment, and the amount (in the aggregate) of any new Facility A Commitment and, if applicable under Section 2.18(e), new Facility B Commitment of any New Revolver Lender or the amount (in the aggregate) of any increase in the Facility A Commitment and, if applicable, under Section 2.18(e), Facility B Commitment of any New Revolver Lender, shall not be less than $5,000,000 (and shall be in a minimum amount integral multiples of $10,000,000, 1,000,000 if in excess thereof); (ii) any additional Facility C Loans by any New Facility C Lender shall not be less than $5,000,000 (and shall be in integral multiples of $1,000,000 if in excess thereof); (iii) no Facility Increase pursuant to this Section 2.18 shall increase the Aggregate Commitment to an amount in excess of $1,493,000,000 or such lesser increase the sum of the Aggregate Facility A Commitment and the Aggregate Facility B Commitment to an amount agreed to by in excess of $1,100,000,000; (iv) the Borrower and each New Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit O hereto, and the Administrative Agent shall have accepted and executed the same; (iiv) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender have executed and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory delivered to the Administrative Agent and its such Note or Notes as the Administrative Agent shall require to reflect such Facility Increase; (vi) the Borrower shall have delivered to the Administrative Agent opinions of counsel (a “substantially similar to the forms of opinions provided for in Section 5.01 modified to apply to the Facility Increase and each Note and Commitment and Acceptance executed and delivered in connection therewith); (vii) the Guarantors and the pledgors under the Pledge Agreements shall have consented in writing to the Facility Increases and shall have agreed that their Guaranties and Pledge Agreements continue in full force and effect; and (viii) the Borrower and each New Lender Joinder Agreement”)shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Facility Increase. At The form and substance of the time of sending such notice, the Borrower documents required under clauses (in consultation with iv) through (viii) above shall be fully acceptable to the Administrative Agent) . The Administrative Agent shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such written notice to all of the applicable Lenders). Each Lender approached to provide all or a portion Lenders hereunder of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateany Facility Increase.

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written notice to the Administrative Agent, the Borrower, may from time to time, request an increase in by notice to the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting Administrative Agent (A) an increase in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Credit Increase”), (B) or an increase in any Term A Facility (each, a “Term A Loan Increase”), (C) an increase in the Term B Facility (each, a “Term B Loan Increase”; each such increaseTerm A Loan Increase and Term B Loan Increase, collectively, referred to as the “Term Loan Increases”), (D) one or more term A loan tranches to be made available to the Borrower (each, an “Incremental Term Loan IncreaseA 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 Revolving Increase, Term A Loan and Incremental Term Loan Increase are collectively B Loan, collectively, referred to as the “Incremental FacilitiesTerm Loans”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, collectively, referred to as the “Incremental Increases”); provided that that: (i) [reserved]; (ii) the principal amount for all such Incremental Increases shall not exceed the Incremental Available Amount, provided that, without limiting any other clause of this Section 2.14(a), the limitation in this clause (ii) shall not apply during a Collateral Release Period (but, without limitation, the requirement of Section 2.14(d)(i)(C) shall apply); (iii) any such request for an increase Incremental Increase shall be in a minimum amount of $10,000,000, 25,000,000 (or such a lesser amount in the event such amount represents all remaining availability under this Section); (iv) 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 (C) increase the Swing Line Sublimit without the consent of the Swing Line Lender; (v) [reserved]; (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); provided that at the option of Borrower, this clause (vi) shall not apply to any Permitted Bridge Indebtedness; (vii) no Incremental Term B Loan shall mature earlier than the Maturity Date for the Term B Facility then in effect or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term B Facility (or, if applicable, and longer, any prior Incremental Term B Loan); provided that at the option of Borrower, this clause (vii) shall not apply to any Permitted Bridge Indebtedness; (viii) each Incremental Term Loan shall (A) be pari passu in right of payment, prepayment, voting and/or security with the Term Loans (it being understood that during a Collateral Release Period, any Incremental Term Loan shall be unsecured), including sharing in mandatory prepayments under Section 2.05(b) 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; provided that, in the case of any Incremental Term B Loan or Term B Loan Increase on or prior to twenty-four (24) months after the Second Amendment Closing Date, 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 (or, 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) if any interest rate floor for such Incremental Term B Loan or Term B Loan Increase is greater than any floor for the Term B Facility (or any prior Incremental Term B Loan), the difference between such floor for such Incremental Term B Loan or Term B Increase and the Administrative Agent Term B Facility (or any prior Incremental Term B Loan) shall be equated to an increase in the Applicable Rate to the extent an increase in the interest rate floor applicable to the Term B Facility (and/or any prior Incremental Term B Loan) would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Rate) applicable to the Term B Facility (or any prior Incremental Term B Loan) shall be increased by such increased amount, and (ii3) all Incremental Revolving Increases customary arrangement, ticking, unused line, amendment, consent, structuring, underwriting, or commitment fees payable to the Arrangers (or their respective affiliates) in connection with the Term B Facility (and any prior Incremental Term B Loan) or to one or more arrangers (or their affiliates) of any Incremental Term B Loan Increases or Term B Loan Increase and other similar fees not paid by the Borrower generally to all lenders providing such Indebtedness shall be on the same excluded; (ix) except as provided above and in Section 2.14(d), all other terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case conditions applicable to any requisite consents required under Section 11.06); providedIncremental Term Loan, howeverto the extent not consistent with the terms and conditions applicable to the applicable Term Facility, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such noticeAgent, the Borrower applicable Lenders providing such Incremental Term Loan and the Borrower; and (in consultation x) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guaranty and the Collateral Documents on a pari passu basis with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or other Obligations hereunder (it being understood that during a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Collateral Release Period any Incremental Facility. Any Lender not responding within such time period Increase shall be deemed to have declined to participateunsecured).

Request for Increase. Provided there exists If no Default, upon written notice to the Administrative AgentDefault or Event of Default has occurred and is continuing, the BorrowerBorrower may, may from time to time, request (each an increase in “Incremental Commitment Request”) by delivering a notice to the aggregate principal amount Administrative Agent (who shall promptly notify the Lenders of the Facilities substance thereof) that (x) prior to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting Maturity Date of the Revolving Credit Facility, an increase in the Revolving Credit Facility Loan Commitment Amount (each such increaseeach, an “Incremental Revolving IncreaseCommitment”) and/or (y) the establishment of one or an increase in the Term Facility more new term loan commitments (each such increaseeach, an “Incremental Term Loan IncreaseCommitment”; each together with the Incremental Revolving IncreaseCommitment, and Incremental Term Loan Increase are collectively referred to as each a “Incremental FacilitiesCommitment” and together, the “Incremental Commitments”), by an aggregate amount (for all such requests) not exceeding $150,000,000; provided that (i) any each such Incremental Commitment Request shall request for an increase shall be in a minimum amount of $10,000,00010,000,000 (or, or if less, the remaining portion of such lesser amount agreed to by the Borrower of total amount) and the Administrative Agent integral multiples of $5,000,000 in excess thereof; and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify may not submit more than four (if then known4) Incremental Commitment Requests during the identity term of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to this Agreement. The notice by the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At to the Lenders describing each Incremental Commitment Request shall specify the time of sending such notice, period (to be determined by the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall Agent but in no event to be less than ten fifteen (1015) Business Days from the date of delivery by the Borrower of such notice the applicable Incremental Commitment Request to the applicable Lenders). Each Administrative Agent) within which each Lender approached is required to provide all or a portion of an increase shall notify inform the Administrative Agent within whether such time period whether or not it agrees Lender intends to participate in provide any portion of the requested applicable Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateCommitment.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the BorrowerBorrower may, may at any time and from time to timetime after the Amendment Effective Date, request an to 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 1,750,000,000 by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or ), requesting an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term facility (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) the maturity date of any such request for an increase Incremental Revolving Increase shall be no earlier than the Revolving Maturity Date in a minimum amount effect at such time, the maturity date of $10,000,000any Incremental Term Increase and any Incremental Term Loan Facility shall be no earlier than the Term Loan Maturity Date, or such lesser amount agreed to by the Borrower and the Administrative Agent and as applicable, (ii) all Incremental Revolving Increases and except in the case of an Incremental Term Loan Increases Facility, each such Incremental Facility shall be on the same terms (including maturity date) as the Facility being increased, (iiiii ) the terms and conditions of each Incremental Term Loan Facility will be determined by the Borrower and the lenders under such Incremental Term Loan Facility and consented to by the Administrative Agent, such consent, subject to clause (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 (d)) shall be satisfied or waived. In At the time of sending such written 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 Revolving Increase, an Incremental Term Increase or an Incremental Term Loan Facility, (ii) if then knownit proposes an Incremental Term Loan Facility, the proposed terms thereof and (iii) the identity of each Lender and each Eligible Assignee that it has approached or proposes to approach to provide all or a portion of such increase Incremental Facility (subject in each case to any requisite consents required under Section 11.0610.06); provided. At the time of sending such notice, howeverthe Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender (if any) identified in such notice is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or not it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that (x) no existing it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable facility offered to it. Any Lender not responding within such time period shall be required deemed to participate in have declined to provide any such increase and portion of the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any requested increase. Any Eligible Assignee providing any portion of such the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, The Administrative Agent shall promptly notify the Borrower (in consultation with and each Lender of the Administrative Agent) shall specify the time period within which Lenders’ responses to each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participaterequest made hereunder.

Request for Increase. Provided there exists no DefaultUnless a Default or an Event of Default has occurred and is then continuing, upon written notice so long as Borrowers shall not have elected to permanently reduce the Commitments hereunder and except as otherwise provided herein, Administrative Agent, Borrower may make a maximum of three (3) requests that the Borrower, may from time to time, request an Lenders increase their Commitments hereunder in the aggregate principal amount minimum increments of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility 3,000,000 (each such increase, an a “Incremental Revolving Increase”) or an increase in Committed Accordion Activation” and the Term Facility (amount of each such increase, an a “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental FacilitiesCommitted Accordion Amount”); provided that (i) any Administrative Borrower shall have made such request for an increase to Agent (which shall be in a minimum amount of $10,000,000promptly notify the Lenders) on or subsequent to the Second Amendment Effective Date but no later than one hundred eighty (180) days prior to the Termination Date, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases in no event shall the Commitments be increased pursuant to this Section 2.2(i) by an amount which exceeds, in the aggregate, $12,500,000, (iii) no Default or Event of Default will occur as a result of such Committed Accordion Activation, (iv) no default or event of default will occur under any other agreement of Indebtedness as a result of such Committed Accordion Activation, (v) Borrowers shall pay Agent (for the benefit of Lenders) the upfront fees payable in accordance with the Second Amendment Fee Letter with respect thereto and Incremental Term Loan Increases (vi) Borrowers shall pay Agent (solely for its own benefit) an arrangement fee in the same percentage amount with respect to the Committed Accordion Amount as was applicable to the Commitments as of the Closing Date. Any such Committed Accordion Activation shall be provided on a pro rata basis by each of the Lenders and shall otherwise be on the same terms as the Facility being increasedexisting facility under this Agreement. In Upon the effective date (the “Committed Accordion Effective Date”) of any such written notice, the Borrower shall specify Committed Accordion Activation (if then knowni) the identity of each Lender Aggregate Commitments under, and each Eligible Assignee that it proposes to approach to provide for all or a portion purposes of, this Agreement shall be increased by the aggregate amount of such increase (subject in each case to any requisite consents required under Section 11.06); providedCommitted Accordion Activation, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (yii) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period Schedule C-1 shall be deemed modified, without further action, to have declined to participatereflect the revised Commitments and Pro Rata Share of the Lenders.

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written at any time and from time to time, request, by notice to the Administrative Agent, the Borrower, may from time to time, request Administrative Agent’s approval of an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility Aggregate Commitment (each such increase, an a “Incremental Revolving Commitment Increase”) or an increase in within the Term Facility (limitations hereafter described, which request shall set forth the amount of each such increaserequested Commitment Increase. Within twenty (20) days of such request, an “Incremental Term Loan Increase”the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; each Incremental Revolving 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 increase the amount of their then existing Commitments or become Lenders. Any Commitment Increase shall be subject to the following limitations and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that conditions: (i) any such request for an 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 a minimum amount integral multiples of $10,000,000, or such lesser 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 agreed to by in excess of $2,200,000,000; (iii) 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 G hereto, and the Administrative Agent shall have accepted and executed the same; (iiiv) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender have executed and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory delivered to the Administrative Agent and its such Note or Notes as any such New Lender shall request to reflect such Commitment Increase; (v) the Borrower shall have delivered to the Administrative Agent opinions of counsel (a “substantially similar to the 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 Joinder Agreement”)shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Commitment Increase. At The form and substance of the time of sending such notice, the Borrower documents required under clauses (in consultation with iii) through (vii) above shall be fully acceptable to the Administrative Agent) . The Administrative Agent shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such written notice to all of the applicable Lenders). Each Lender approached to provide all or a portion Lenders hereunder of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateany Commitment Increase.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Borrower may from time to time, time after the date hereof request an increase (x) one or more increases in the aggregate principal amount Dollar Commitments (which increase may take the form of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility one or more new revolving tranches) (each such increaseeach, an a “Incremental Revolving Dollar Commitment Increase”) and/or (y) one or an increase in more term loan tranches to be made available to the Term Facility Borrower (each such increaseeach, an “Incremental Term Loan IncreaseLoan”; each Incremental Revolving Term Loan and each Dollar Commitment Increase, and Incremental Term Loan Increase are collectively collectively, referred to as the “Incremental FacilitiesIncreases”); ) provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Effective Date (including the then requested Incremental Increase) shall not exceed $1,000,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $10,000,000, 25,000,000 (or such a lesser amount agreed to by in the Borrower and event such amount represents all remaining availability under this Section); (iii) there shall be no more than five (5) such requests during the Administrative Agent and term hereof; (iiiv) all Incremental Revolving Increases and each Incremental Term Loan Increases shall be on have an Applicable Rate or pricing 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 Facility being increased. In such written noticeDollar Commitments in effect on the Effective Date; (vi) except as provided in clause (iv) above, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case with respect to any requisite consents required under Section 11.06); providedIncremental Term Loan, however, that (x) no existing Lender shall be required to participate in any such increase this Agreement and the Borrower shall not other Loan Documents may be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement amended, in form and substance reasonably satisfactory to the Administrative Agent, the Borrower and the lenders providing such Incremental Term Loan (and no other Lenders), to the extent necessary to include such terms as are customary for a term loan commitment, including assignments and voting provisions; provided that if the terms taken as a whole (excluding interest rate, interest rate margin, fees and other pricing terms) are materially more favorable to the applicable lenders providing such Incremental Term Loan than terms applicable under this Agreement and the other Loan Documents (immediately prior to such amendment), as reasonably determined by the Administrative Agent in consultation with the Borrower, then such terms shall be added for the benefit of all the Lenders hereunder (except to the extent such terms apply only after the latest Maturity Date prior to such Incremental Term Loan); and its counsel (vii) each Incremental Increase shall constitute Obligations hereunder and shall be unsecured and unguaranteed (unless any security or guarantee is provided for all Obligations hereunder on a “New pari passu basis). At the option of the Borrower, Incremental Increases may be (but shall not be required to be) provided by any existing Lender Joinder Agreement”)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 applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no DefaultIf the Available Borrowing Base exceeds $175 million at any time following the Closing Date and the Borrower is in compliance with the Borrowing Base Requirement, the Borrower may request an increase in Commitments upon written notice to the Administrative Agent, the Borrower, may from time to time, request an increase Agent in the aggregate principal form of Exhibit D (each such notice, a “Incremental Loan Commitment Increase Notice”), pursuant to which the Borrower will request the Lenders to provide on a pro rata basis, or, in the event one or more of the Lenders declines to provide its pro rata share of the requested amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in commitments pursuant to Section 2.9(b), permit other existing Lenders (on a non-pro rata basis) or New Lenders (defined below) to provide, new Commitments to increase the Revolving Credit Facility Total Commitment Amount (each such increasenew Commitment, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental FacilitiesCommitment”); provided that provided, that: (i) the Incremental Loan Commitment Increase Notice shall set forth (A) the aggregate amount of the Incremental Loan Commitments requested, (B) the date on which such Incremental Loan Commitments are requested to be effective (“Incremental Loan Increase Date”), which shall not be less than sixty (60) days after the date of such notice, (C) the requested maturity date and interest rate of Incremental Loans related to such Incremental Loan Commitments, and (D) the upfront fees the Borrower proposes to pay to participating Lenders in such Incremental Loan Commitment, (ii) all Incremental Loan Commitments hereunder shall not exceed $200,000,000 (the “Incremental Loan Amount”) in the aggregate, (iii) any such request for an increase Incremental Loan Commitment shall be in a minimum amount of (x) $10,000,000, 50,000,000 or (y) such lesser amount agreed equal to the Incremental Loan Amount minus the Incremental Loan Commitments granted on or prior to the date of such request, *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission (iv) the terms of each requested Incremental Loan Commitment are identical to those applicable to the original Commitment, other than with respect to (x) maturity (provided that the Loan Maturity Date of any Incremental Loan shall not be earlier than the Loan Maturity Date of the Initial Loans), (y) interest rates, and (z) upfront fees, (v) if the All-In Yield applicable to such Incremental Loan Commitment shall be greater than the applicable All-In Yield payable with respect to any Loans (other than Incremental Loans made pursuant to such Incremental Loan Commitment) by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the LIBO Rate or Base Rate floor) with respect to such Loans shall be increased by the Borrower and applicable Yield Differential; provided, that, if any Incremental Loan Commitments include a LIBO Rate or Base Rate floor that is greater than the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases LIBO Rate or Base Rate floor applicable to any existing Loans, such differential between interest rate floors shall be on included in the same terms as calculation of All-In Yield for purposes of this clause (v) but only to the Facility being increased. In extent an increase in the LIBO Rate or Base Rate Floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such written notice, case the LIBO Rate and Base Rate floors (but not the Applicable Margin) applicable to the existing Loans shall be increased to the extent of such differential between interest rate floors; provided further that any undrawn or commitment fees applicable to such Incremental Loan Commitments shall be included in the foregoing calculation solely to the extent such fees exceed those applicable to the Loans by more than 50 basis points per annum; (vi) no request for an Incremental Loan Commitment may be made after the end of the Availability Period, (vii) the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with information that is reasonably requested by the Administrative AgentAgent on behalf of the Lenders to evaluate the request for an Incremental Loan Commitment, (viii) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from on the date of delivery of such notice to the applicable Lenders). Each request by the Borrower for an Incremental Loan Commitments, the conditions set forth in Section 2.9(e)(i) shall have been satisfied, and (ix) no Lender approached shall be obligated to provide all any new or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateadditional Commitment.

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written at any time and from time to time, request, by notice to the Administrative Agent, the BorrowerAdministrative Agent’s approval of an increase of the Aggregate Commitment (“Facility Increase”), within the limitations hereafter described, which request shall set forth the amount of each such requested Facility Increase. The Administrative Agent’s approval of such request shall not be unreasonably withheld. Within twenty (20) days of such request, the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; failure to so advise the Borrower shall constitute approval. If the Administrative Agent approves any such Facility Increase, then the Aggregate Commitment may from time be so increased (up to timethe amount of such approved Facility Increase, request an in the aggregate) by having one or more New Lenders increase the amount of their then existing Commitments or become Lenders with a new Commitment hereunder, subject to and in accordance with the provisions of this Section 2.5. Any Facility Increase shall be subject to the following limitations and conditions: (A) any increase (in the aggregate) in the Aggregate Commitment and the amount (in the aggregate) of any new Commitment of any New Lender or the amount (in the aggregate) of any increase in the aggregate principal amount Commitment of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility any New Lender, shall (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or such lesser amount unless otherwise agreed to by the Borrower and the Administrative Agent Agent) not be less than $5,000,000 (and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on in integral multiples of $1,000,000 if in excess thereof); (B) no Facility Increase shall increase the same terms as Aggregate Commitment to an amount in excess of the Facility being increased. In such written noticeMaximum Commitment Limit; (C) the Borrower and each New Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit 2.5 hereto, and the Administrative Agent shall have accepted and executed the same; (D) the Borrower shall specify (if then known) the identity of each Lender have executed and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory delivered to the Administrative Agent and its such Revolving Notes as the Administrative Agent shall require to effect such Facility Increase; (E) the Borrower shall have delivered to the Administrative Agent opinions of counsel (a “substantially similar to the forms of opinions delivered pursuant to Section 3.1(c), modified to apply to the Facility Increase and each Revolving Note and Commitment and Acceptance executed and delivered in connection therewith); (F) the Guarantors shall in writing have consented to the Facility Increase and have agreed that their Guaranties continue in full force and effect and also apply to the Facility Increase; and (G) the Borrower and each New Lender Joinder Agreement”)shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Facility Increase. At The form and substance of the time of sending such notice, the Borrower documents required under clauses (in consultation with A) through (G) above shall be reasonably acceptable to the Administrative Agent) . The Administrative Agent shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such written notice to all of the applicable Lenders). Each Lender approached to provide all or a portion Lenders hereunder of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateany Facility Increase.

Request for Increase. Provided there At any time and from time to time prior to the Termination Date, so long as no Default or Event of Default exists no Defaultor would arise therefrom, upon written notice the Lead Borrower shall have the right to request an increase of the aggregate of the then outstanding Commitments (including the Letter of Credit Sublimit) by an amount as would cause the Total Commitments not to exceed $950,000,000 in the aggregate. The Administrative Agent and the Lead Borrower shall determine the effective date of such requested increase and any such requested increase shall be first made available to all existing Lenders on a pro rata basis. To the extent that, on or before the tenth (10th) day (or such shorter period as may be agreed by 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 requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any following such request for an increase shall be hereunder, the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, or fail to respond to such request for an increase, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for one or more other Persons to become a minimum Lender hereunder and to issue commitments in an amount equal to the amount of $10,000,000the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written noticeLender increasing, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06its Commitment, an “Additional Commitment Lender”); , provided, however, that (xi) no existing Lender shall be required obligated to participate in provide a Commitment Increase as a result of any such increase and request by the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and Lead Borrower, (yii) any Eligible Assignee providing any portion of such increase that Additional Commitment Lender which is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory be subject to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time approval of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify , the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond Issuing Banks and the Lead Borrower (which approval shall in not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no event time shall the Commitment of any Additional Lender under this Agreement be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders)$10,000,000. Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period Commitment Increase shall be deemed to have declined to participatein a minimum aggregate amount of at least $25,000,000 and in integral multiples of $5,000,000 in excess thereof.

Request for Increase. Provided there exists no DefaultThe Borrower may request an increase in Commitments from time to time upon written notice to Administrative Agent. If the Administrative Agent accepts the proposed increase, upon the Borrower shall deliver a formal written notice to the Administrative Agent, the Borrower, may from time to time, request an increase Agent in the aggregate principal amount form of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to Exhibit D (such increase by requesting an increase in the Revolving Credit Facility (each such increasenotice, an “Incremental Revolving IncreaseLoan Commitment Increase Notice”) or an ), pursuant to which the Borrower will request the Committed Lenders to increase in the Term Facility their Commitments (each such increase, an “Incremental Term Loan IncreaseCommitment”; each Incremental Revolving Increase, ) in an aggregate amount as mutually agreed between the Administrative Agent and Incremental Term Loan Increase are collectively referred to as the Borrower (the “Incremental FacilitiesLoan Amount”); provided provided, that (i) any such request for an increase Incremental Loan Commitment shall be in a minimum amount of $10,000,000, 10,000,000 or such lesser amount agreed equal to the remaining Incremental Loan Amount and increments of $5,000,000 (each an “Incremental Loan Commitment Increase”), (ii) no request for an Incremental Loan Commitment may be made after the end of the Availability Period, (iii) the Borrower shall provide to the Group Agents and Committed Lenders such information that is reasonably required by the Committed Lenders to evaluate the request for an Incremental Loan Commitment and (iv) on the date of any request by the Borrower for an Incremental Loan Commitment Increase the conditions set forth in Section 2.9(e)(i), (ii), (iii) and (iv) shall have been satisfied. An Incremental Loan Commitment Increase Notice shall set out (A) the amount of the Incremental Loan Commitment requested, (B) and the Administrative Agent date on which such Incremental Loan Commitments are requested to be effective (each an “Incremental Loan Increase Date”), which shall not be less than thirty (30) days nor more than forty-five (45) days after the date of such notice, (C) the upfront fees the Borrower proposes to pay to participating Lenders in such Incremental Loan Commitment, (D) the Applicable Margin the Borrower proposes to apply with respect to the Incremental Loans being requested and (iiE) all the maturity date the Borrower proposes be applicable to the Incremental Revolving Increases and Loans being requested. Any Incremental Term Loan Increases Commitment shall be on a commitment to make loans with the same principal terms as the Facility being increased. In such written noticeLoans; provided that Incremental Loan Commitments need not have the same upfront fees, Applicable Margin and maturity date as then existing Loans but the Borrower shall specify (if then known) terms of all Incremental Loan Commitments with the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender same Incremental Loan Increase Date shall be required to participate in any such increase identical. 57 Kronor Loan Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation filed separately with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateSecurities and Exchange Commission.

Request for Increase. Provided there exists no DefaultIf the Available Borrowing Base exceeds $200 million at any time following the Closing Date and the Borrower is in compliance with the Borrowing Base Requirement, the Borrower may request an increase in Commitments upon written notice to the Administrative Agent, the Borrower, may from time to time, request an increase Agent in the aggregate principal form of Exhibit D (each such notice, a “Incremental Loan Commitment Increase Notice”), pursuant to which the Borrower will request the Lenders to provide on a pro rata basis, or, in the event one or more of the Lenders declines to provide its pro rata share of the requested amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in commitments pursuant to Section 2.9(b), permit other existing Lenders (on a non-pro rata basis) or New Lenders (defined below) to provide, new Commitments to increase the Revolving Credit Facility Total Commitment Amount (each such increasenew Commitment, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental FacilitiesCommitment”); provided that provided, that: (i) the Incremental Loan Commitment Increase Notice shall set forth (A) the aggregate amount of the Incremental Loan Commitments requested, (B) the date on which such Incremental Loan Commitments are requested to be effective (“Incremental Loan Increase Date”), which shall not be less than sixty (60) days after the date of such notice, (C) the requested maturity date and interest rate of Incremental Loans related to such Incremental Loan Commitments, and (D) the upfront fees the Borrower proposes to pay to participating Lenders in such Incremental Loan Commitment, (ii) all Incremental Loan Commitments hereunder shall not exceed $175,000,000 (the “Incremental Loan Amount”) in the aggregate, (iii) any such request for an increase Incremental Loan Commitment shall be in a minimum amount of (x) $10,000,000, 50,000,000 or (y) such lesser amount agreed equal to the Incremental Loan Amount minus the Incremental Loan Commitments granted on or prior to the date of such request, (iv) the terms of each requested Incremental Loan Commitment are identical to those applicable to the original Commitment, other than with respect to (x) maturity (provided that the Loan Maturity Date of any Incremental Loan shall not be earlier than the Loan Maturity Date of the Initial Loans), (y) interest rates, and (z) upfront fees, (v) if the All-In Yield applicable to such Incremental Loan Commitment shall be greater than the applicable All-In Yield payable with respect to any Loans (other than Incremental Loans made pursuant to such Incremental Loan Commitment) by more than 50 basis points per annum (the amount of such excess, the “Yield Differential”) then the [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION. interest rate (together with, as provided in the proviso below, the LIBO Rate or Base Rate floor) with respect to such Loans shall be increased by the Borrower and applicable Yield Differential; provided, that, if any Incremental Loan Commitments include a LIBO Rate or Base Rate floor that is greater than the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases LIBO Rate or Base Rate floor applicable to any existing Loans, such differential between interest rate floors shall be on included in the same terms as calculation of All-In Yield for purposes of this clause ‎(v) but only to the Facility being increased. In extent an increase in the LIBO Rate or Base Rate Floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such written notice, case the LIBO Rate and Base Rate floors (but not the Applicable Margin) applicable to the existing Loans shall be increased to the extent of such differential between interest rate floors; provided further that any undrawn or commitment fees applicable to such Incremental Loan Commitments shall be included in the foregoing calculation solely to the extent such fees exceed those applicable to the Loans by more than 50 basis points per annum; (vi) no request for an Incremental Loan Commitment may be made after the end of the Availability Period, (vii) the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with information that is reasonably requested by the Administrative AgentAgent on behalf of the Lenders to evaluate the request for an Incremental Loan Commitment, (viii) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from on the date of delivery of such notice to the applicable Lenders). Each request by the Borrower for an Incremental Loan Commitments, the conditions set forth in Section 2.9(e)(i) shall have been satisfied, and (ix) no Lender approached shall be obligated to provide all any new or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateadditional Commitment.

Request for Increase. Provided there exists no DefaultAt any time prior to the applicable Maturity Date, upon written notice to the Administrative Agent, Agent by the Borrower, may from time the Borrower shall have the right 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 requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Increase”) and/or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental Term Loan IncreaseFacility”; each Incremental Revolving Increase, Term Loan Facility and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)) to an amount not exceeding $500,000,000 in the aggregate after giving effect to all such Incremental Facilities; provided that (i) any such request for an increase shall each Incremental Facility must be in a minimum amount of $10,000,000, 10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amount other amounts as are agreed to by the Borrower and the Administrative Agent and Agent), (ii) all Incremental Revolving Increases and each Incremental Term Loan Increases Increase shall be on the same terms (including maturity date) as the Term Facility being increased. In and each increase of an existing Incremental Term Loan Facility shall be on the same terms (including maturity date) as such written noticeexisting Incremental Term Loan Facility, and (iii) the terms and conditions of each newly established Incremental Term Loan Facility shall, subject to clause (i) of the second proviso to Section 10.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental Term Loan Facility and, if the terms of such Incremental Term Loan Facility (other than final maturity) are not the same as the terms of the Term Facility or a then existing Incremental Term Loan Facility, the operational, technical and administrative provisions of such Incremental Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower shall specify (if then known) may approach any Lender or any Person that meets the identity of each Lender and each requirements to be an Eligible Assignee to provide all or a portion of the requested increase; provided that it proposes (x) any Lender offered or approached to approach 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 increase, (subject in each case to any requisite consents required under Section 11.06); provided, however, that (xy) no existing Person approached shall become a Lender shall be without the written consent of the Administrative Agent if required pursuant to participate in any such increase Section 10.06(b) and (z) the Borrower shall not be required obligated to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing provide any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to requested increase. Neither the Arrangers, the Bookrunners nor the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending shall have any responsibility for arranging any such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateFacility without their prior written consent.

Request for Increase. Provided there exists no DefaultAfter the Closing Date, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Borrower may from time to time, (x) request an increase in the aggregate principal amount Term Commitments which may be under a new term facility or may be part of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility existing Class of Term Commitments (each such increase, an a “Incremental Revolving Term Commitment Increase”) or an increase in to be made available to the Term Facility Borrower and (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)y) [reserved]; provided that (i) any such request for an increase Term Commitment Increase shall be in a minimum amount of $10,000,0005,000,000 or increments of $1,000,000 in excess thereof; (ii) [reserved]; (iii) 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 be no earlier than the Scheduled Maturity Date of the Term Facility (other than in the case of any Permitted Earlier Maturity Debt); (iv) the Weighted Average Life to Maturity of any incremental term loans pursuant to a Term Commitment Increase (each an “Incremental Term Loan”) shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Facility at the time of the closing of such Term Commitment Increase (other than in the case of any Permitted Earlier Maturity Debt); (v) solely with respect to any Term Commitment Increase that (1) is in excess of $85,000,000, (2) is incurred pursuant to the Incremental Test Ratios, (3) is secured on a pari passu basis with the Term Loans, (4) has an outside maturity date that is earlier than the two year anniversary of the Scheduled Maturity Date of the Term Facility, (5) is not incurred in connection with a Permitted Acquisition, IP Acquisition or other similar Investment and (6) entered into on or prior to the first anniversary of the Closing Date, the Effective Yield on any Incremental Term Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 75 basis points (the amount of such lesser amount agreed excess above 75 basis points being referred to herein as the “Yield Differential”); provided that, in order to comply with this clause (v) the Borrower may increase the Effective Yield on the existing Term Facility by the Yield Differential, effective upon the making of such Incremental Term Loan; (vi) except to the extent permitted under this Section 2.14 or otherwise as set forth 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 Agent) (except for provisions applicable only after the Scheduled Maturity Date of the Term Facility), unless such covenants and events of default are also added for the benefit of the Lenders; and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (yvii) any Eligible Assignee providing Commitment Increase may be available in Dollars or any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance other currency reasonably satisfactory acceptable to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending Lenders providing such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental FacilityCommitment Increase. Any Lender Incremental Commitments effected through the establishment of one or more new term loan commitments made on an Increase Effective Date that are not responding within such time period fungible for U.S. federal income tax purposes with an existing Class of Term Loans shall be deemed to have declined to participatedesignated a separate Class of Incremental Commitments for all purposes of this Agreement.

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Borrower may from time to time, request an increase in the aggregate principal amount of Aggregate Credit Facility Amount (as determined by the Facilities to Borrower) by an amount that will not exceeding $600,000,000 in cause the aggregate after giving effect to such increase by requesting an increase in the Revolving Aggregate Credit Facility Amount to be greater than the sum of (each such increasei) the Aggregate Credit Facility Amount on the Closing Date, an “Incremental Revolving Increase”plus (ii) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)$500,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 25,000,000 (or such lesser other amount as agreed to by the Borrower and Administrative Agent). Such increase in the Administrative Agent and Aggregate Credit Facility Amount may be utilized by requesting either (i) additional Revolving Credit Commitments or (ii) all Incremental Revolving Increases and Incremental the making of additional Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify Loans (if then known) the identity in one or more tranches of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”Term Loans). At the time of sending such notice, the Borrower shall specify the nature of such increase (either as a Revolving Credit Commitment or as Term Loans (in one or more tranches of Term Loans)) and may request all or part of such increase from the existing Lenders and, if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached In the event that the Borrower elects to provide all or a portion of an request such increase as Term Loans, the Borrower (in consultation with the Administrative Agent) shall notify the Administrative Agent within Lenders of the material terms of the Term Loans, including the proposed pricing, maturity, amortization schedule, maximum number of Interest Periods, permitted Types of Term Loans and other terms customary for Term Loans, provided, however that (A) the maturity date for such time period whether or Term Loans shall not it agrees be prior to participate the Maturity Date with respect to the Revolving Credit Facility and (B) such Term Loans shall not require prepayment other than (i) as otherwise required pursuant to this Agreement and (ii) scheduled amortization in excess of 5% of the requested Incremental Facility. Any Lender not responding within aggregate initial principal amount of such time period shall be deemed to have declined to participateTerm Loans per annum.

Request for Increase. Provided there exists no Default, upon Upon written notice to the Administrative Agent, the Borrower, Parent Borrower may from time to time, request an increase in the aggregate principal amount of the Facilities to an amount not exceeding the Dollar Equivalent of $600,000,000 2,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Facility Commitment (each such increase, an “Incremental Revolving Increase”) or ), requesting an increase in the Term A-1 Loan Facility or Term A-2 Loan Facility (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 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 agreed to by as the Parent Borrower and the Administrative Agent and may agree), (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility Class of and, if applicable, the Tranche of, the Facilities being increased. In , 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 written noticeAdditional 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 shall specify may approach any Lender or any Person that meets the requirements to be an Assignee under Section 12.6(b)(i) and (if then knownii)(B) to provide all or a portion of the identity requested increase; provided that (x) any Lender offered or approached to provide all or a portion of each Lender and each Eligible Assignee that it proposes to approach the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase increase, (subject y) no Person approached shall become a Lender without the written consent of the Administrative Agent and the Letter of Credit Issuers, in each case case, if required pursuant to any requisite consents required under Section 11.06); provided, however, that 12.6(b) and (xz) no existing Lender shall be required to participate in any such increase and the Parent Borrower shall not be required obligated to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing provide any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)requested increase. At the time of sending such its notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender and other Person approached to provide all or a portion of an increase by the Parent Borrower is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable such Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists If no DefaultDefault or Event of Default shall have occurred and be continuing, upon written Borrower may at any time prior to the applicable Maturity Date request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative Agent, Agent in writing of the 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 proposed increase by requesting an increase in the Revolving Credit Facility (each such increasenotice, an a “Incremental Revolving IncreaseCommitment Increase Notice”) or an increase in (which shall promptly notify the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility Lenders being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06requested); provided, however, that any such request pursuant to a Commitment Increase Notice (x) no existing Lender shall be required to participate in any such increase the minimum amount of $10,000,000 and the Borrower aggregate amount of New Commitments on and after the Closing Date shall not exceed $200,000,000 and (y) may only be required exercised three (3) times by Borrower during the term of this Agreement. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Borrower proposes that the New Revolving Commitments or New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) to whom Borrower proposes any portion of such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (but no Lender is obligated to accept such allocation); provided that Borrower may, in its sole discretion, offer to any existing Lender the opportunity to participate in all or a portion of any such increase New Commitments and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall the New Commitments may elect or decline, in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached its sole discretion, to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateNew Commitment.

Request for Increase. Provided there exists no DefaultAfter the Initial Closing Date, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Borrowers may from time to time, (x) request an increase in the aggregate principal amount Term Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each a “Term Commitment Increase”) to be made available to the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting Borrowers and (y) request an increase in the Revolving Credit Facility Commitments which may be under a new revolving credit facility or may be part of an existing Class of Revolving Credit Commitments (each such increase, an a “Incremental Revolving Credit Commitment Increase”) or an increase to be made available to the Borrowers; provided, in the Term Facility (each such increaseeither case, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase Term Commitment Increase shall be in a minimum amount of $10,000,000, 5,000,000 or such lesser amount agreed to by the Borrower and the Administrative Agent and increments of $1,000,000 in excess thereof; (ii) all Incremental any such Revolving Increases and Incremental Term Loan Increases Credit Commitment Increase shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify in a minimum amount of $2,000,000 or increments of $1,000,000 in excess thereof; (if then knowniii) the identity scheduled maturity date of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of any such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender Term Commitment Increase and/or Revolving Credit Commitment Increase shall be required no earlier than the Scheduled Maturity Date of the Term Facility and/or Revolving Credit Facility, as applicable; (iv) the Weighted Average Life to participate in Maturity of any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender incremental term loans pursuant to a joinder agreement Term Commitment Increase (each an “Incremental Term Loan”) shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Facility at the time of the closing of such Term Commitment Increase; (v) solely with respect to any Term Commitment Increase, entered into on or prior to the first anniversary of the Initial Closing Date, the Effective Yield on any Incremental Term Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”); provided that, in form order to comply with this clause (v) the Borrowers may increase the Effective Yield on the existing Term Facility by the Yield Differential, effective upon the making of such Incremental Term Loan; (vi) the terms of any such Commitment Increase shall be substantially consistent with terms and substance pursuant to documentation applicable to the Term Facility or the Revolving Credit Facility, as applicable (but excluding any terms applicable after the Scheduled Maturity Date of the Term Facility 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 and its counsel the Borrowers; (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (vii) any Commitment Increase may be available in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached Dollars or any other currency reasonably acceptable to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within and the Lenders providing such time period whether or Commitment Increase; and (viii) the obligations in respect of any Incremental Loans shall not it agrees to participate in the requested Incremental Facilitybe secured by any Lien on any asset of any Loan Party that does not constitute Collateral. Any Lender 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 responding within such time period fungible for United States federal income tax purposes with an existing Class of Revolving Credit Commitments (and Revolving Credit Loans thereunder) or Term Loans, as applicable, shall be deemed to have declined to participatedesignated a separate Class of Incremental Commitments for all purposes of this Agreement.

Request for Increase. Provided there exists no Default, upon written Upon notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Borrower may from time to timetime prior to the then applicable Maturity Date, request an increase in the aggregate principal amount of Loans under the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an a “Incremental Revolving Facility Increase”) or an increase in the Term Facility add one or more additional tranches of term “A” loans (each such increasean “Incremental Term Loan” and, together with each Facility Increase, each an “Incremental Term Loan IncreaseFacility”; each , and collectively the “Incremental Revolving Increase, Term Loan Facilities”) to an aggregate principal amount (giving effect to all such Facility Increases and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)) not exceeding $600,000,000; provided that that (i) any no Default or Event of Default exists that is continuing or no Default or Event of Default would result from the incurrence of such request for an Incremental Term Loan Facility, (ii) each increase shall must be in a minimum amount of $10,000,000, 10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amount other amounts as are agreed to by the Borrower and the Administrative Agent Agent), (iii) the final maturity date of any Incremental Term Loan Facility shall be no earlier than the latest maturity date in respect of the Facility and (ii) all any other Incremental Revolving Increases Term Loan Facility then outstanding, and Incremental Term Loan Increases Facilities may have different mandatory prepayments from the Facility so long as such mandatory prepayments are added for the benefit of the Facility and the Facility participates on a ratable basis in such prepayments; provided, that the foregoing limitation shall not apply to customary escrow or other similar arrangements or a customary bridge facility which bridge facility, subject to customary conditions, automatically converts into long-term debt satisfying the requirements of this clause (iii), (iv) the Weighted Average Life to Maturity of any Incremental Term Loan Facility shall be no shorter than the remaining Weighted Average Life to Maturity of the Facility; provided, that the foregoing limitation shall not apply to customary escrow or other similar arrangements or a customary bridge facility which bridge facility, subject to customary conditions, automatically convert into long-term debt satisfying the requirements of this clause (iv); provided, further, that the foregoing shall not apply to the extent the Weighted Average Life to Maturity of any Incremental Term Loan Facility is shorter than the Weighted Average Life to Maturity of the Facility solely to the extent necessary to make such Incremental Term Loan Facility fungible with the Facility, (v) subject to clauses (iii) and (iv) above, any Incremental Term Loan Facility may otherwise have an amortization schedule as determined by the Borrower and the lender or lenders providing such Incremental Term Loan Facility, (vi) the fees payable in connection with any Incremental Term Loan Facility shall be determined by the Borrower and the arrangers and/or lenders providing such Incremental Facility, (vii) (A) each Incremental Term Loan Facility shall be unsecured and (B) if guaranteed, only be guaranteed by the Loan Parties under the Facility, (viii) any Incremental Term Loan Facility may provide for the ability to participate (A) on a pro rata basis or non-pro rata basis in any voluntary prepayment of Loans, in each case, made pursuant to Section 2.04 and (B) on a pro rata or less than pro rata basis (but not on a greater than pro rata basis, other than in the case of prepayment with proceeds of Indebtedness refinancing such Incremental Term Loans) in any mandatory prepayment of Loans required pursuant to any such mandatory provisions added, subject to clause (iii) above), to any Incremental Term Loan Facility, (ix) except as otherwise required or permitted in clauses (i) through (viii) above, all other terms of any Incremental Term Loan Facility (including interest rates) shall be as agreed between the Borrower and the Lenders providing such Incremental Term Loan Facility; provided, to the extent such terms are not substantially consistent with the terms in respect of the Facility, they shall, at the Borrower’s election, either (i) be applicable only to periods after the latest maturity date of the Facility, (ii) not be materially more restrictive to the Borrower than the terms applicable to the existing Loans unless offered to the Lenders holding such Loans for inclusion in the Loan Documents, or (iii) be reasonably satisfactory to the Administrative Agent, (x) any Facility Increase shall be on the same terms as applicable to the Facility being increased. In such written notice, (including the Borrower shall specify Maturity Date), (if then knownxi) the identity proceeds of each Lender any Incremental Term Loan Facility may be used for general corporate purposes of Borrowers and each Eligible Assignee its Restricted Subsidiaries and any other purpose not prohibited by the terms of the Loan Documents, (xii) notwithstanding anything to the contrary set forth in Section 2.07, in connection with any Facility Increase, such Incremental Term Loan Facility shall be added to (and constitute a part of, be of the same Type as and, at the election of the Borrower, have the same Interest Period as) any outstanding tranche of Loans hereunder, at the Borrower’s election; it being acknowledged that it proposes the application of this clause may result in a new Incremental Term Loan Facility having Interest Periods (the duration of which may be less than one month) that begin during an Interest Period then applicable to approach to provide all or a portion outstanding Term Benchmark Loans of the relevant tranche and which end on the last day of such increase Interest Period; and (subject xiii) the conditions to the making of a Loan set forth in each case to any requisite consents required under clause (e) of this Section 11.06); provided, however, that (x) no existing Lender 2.14 shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)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 applicable Lender Lenders to be approached to provide all or a portion of an such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable such Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided From and after the Closing Date provided there exists no Default, upon written notice to the Administrative AgentAgent and, if applicable, the BorrowerAustralian Administrative Agent (which shall promptly notify the U.S. Revolving Sub-facility Lenders and, if applicable, the Australian Revolving Sub-facility Lenders), the Company may from time to time, request (x) commitments (each, an “Incremental Term Increase”) to increase in the aggregate principal amount of the any existing Term Facility or to establish one or more new Term Facilities to (each, an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility “Incremental Term Facility”) and/or (each such increasey) commitments (each, an “Incremental Revolving Increase”) to increase the Revolving Credit Commitments under any existing Revolving Credit Facility or an increase in the Term Facility to establish one or more new revolving facilities (each such increaseeach, an “Incremental Revolving Credit Facility” and, together with any Incremental Term Loan Increase”; each , Incremental Term Facility and Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as the “Incremental Facilities”)) not to exceed the Incremental Cap available at the time any such Incremental Facility is funded or established, as applicable, from one or more lenders willing to provide such Incremental Facility in their sole discretion; provided that each new lender under an Incremental Revolving Credit Facility or Incremental Revolving Increase shall be subject to the approval of the applicable Facility Administrative Agent, the applicable L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld, conditioned or delayed) to the extent the same would be required for an assignment under Section 10.06. Each such notice shall specify (i) any such request for the date (each, an increase “Incremental Effective Date”) on which the Company proposes that the Incremental Facility shall be in effective, which shall be a minimum amount of $10,000,000, or date not less than ten (10) Business Days after the date on which such lesser amount agreed notice is delivered to by the Borrower and the Administrative Agent (or such shorter period approved by the Administrative Agent) and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it to whom the relevant Borrower proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase Incremental Facility be allocated and the amounts of such allocations; provided that is not an any existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of the Incremental Facility may elect or decline, in its sole discretion, to provide such Incremental Facility. Each Incremental Facility shall be in an increase is requested to respond aggregate amount of $25,000,000 or any whole multiple of $5,000,000 in excess thereof (which shall in no event each case unless the Company and the Administrative Agent otherwise agree) (provided that such amount may be less than ten (10) Business Days from $25,000,000 if such amount represents all remaining availability under the date aggregate limit in respect of delivery of such notice to the applicable LendersIncremental Facilities set forth in above). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower, may from time to time, request an elect to 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 1,250,000,000 by requesting an increase in increasing the Revolving Credit Facility (each such increaseand/or the Term Facility or, an “Incremental Revolving Increase”) if the Term Facility has been terminated or an increase in is otherwise no longer outstanding, with a new term facility on substantially the same terms as the Term Facility (each and after the Increase Effective Date with respect thereto all references to the “Term Facility” herein and in any other Loan Documents shall mean such increase, an new term facility (the “Incremental New Term Facility”) and all references to the “Term Facilities” herein and in any other Loan Increase”; each Incremental Revolving Increase, and Incremental Documents shall include such New Term Loan Increase are collectively referred to as “Incremental Facilities”Facility); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,00025,000,000, or such lesser other amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increasedAgent. In such written notice, the Borrower shall specify (if then known) the Facility that it proposes to increase 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 each case to any requisite consents required under Section 11.06); provided, however, that (xi) 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 required deemed to participate in have declined to increase its Revolving Credit Commitment or its Term Loan, or to provide any such increase and of the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase New Term Facility, as applicable) and (yii) any Eligible Assignee providing any portion of such increase in the applicable Facility that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided that (i) there exists no Default, (ii) the Borrower shall be in compliance with the covenants contained in Section 5.04 (as determined on a Pro Forma Basis, (x) after giving full effect to the incurrence of the requested Incremental Facility, and (y) assuming for such purposes that all Incremental Revolving Credit Commitments under all previously incurred and then-outstanding Incremental Revolving Credit Facilities, and all Incremental Revolving Credit Commitments under the requested Incremental Revolving Facility (if any), are fully drawn) and (iii) the incurrence of such Debt and the Liens securing such Debt shall be permitted under the Related Documents and all other documents evidencing Debt incurred pursuant to Section 5.02(b)(i)(C), upon written notice to the Administrative Paying Agent, the BorrowerBorrower may, may from time to time, request an increase on the terms and conditions set forth in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting applicable Incremental Assumption Agreement, request (x) an increase in the Revolving Credit Facility (each such increasean “Incremental Revolving Credit Facility”), (y) the upsizing of an existing Incremental Term Facility or the creation of one or more new term loan facilities (each an “Incremental Term Facility” and, together with any Incremental Revolving Credit Facility, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental FacilitiesFacility”); provided provided, that with respect to a Limited Condition Acquisition, the requirements of the preceding clauses (i) and (ii) shall be modified as provided in Section 1.08 of this Agreement; provided, however, that in no event shall the aggregate principal amount of all Incremental Facilities incurred after the Closing Date exceed the Incremental Amount at such time; provided, further that any such request for an increase Incremental Facility shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by 25,000,000. If the Borrower and the Administrative Agent and (ii) all Incremental elects to request that existing Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to Credit Lenders participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At Incremental Facility, then at the time of sending such notice, the Borrower shall request that the Paying Agent promptly notify the Revolving Credit Lenders of such request and (in consultation with the Administrative Paying Agent) shall specify the time period within which each applicable Revolving Credit Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Revolving Credit Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower, The Borrower may from time to time, request by notice to the Administrative Agent (x) an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Aggregate Revolving Commitments (each, a “Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increasey) one or more term loan tranches (each, an “Incremental Term Loan IncreaseLoan”; each Incremental Term Loan and each Revolving Credit Increase, and Incremental Term Loan Increase are collectively collectively, referred to as the “Incremental FacilitiesIncreases”); provided that (i) the principal amount for all such Incremental Increases in the aggregate since the Closing Date (including the then requested Incremental Increase) shall not exceed $300,000,000, (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $10,000,000, 30,000,000 (or such a lesser amount agreed to by in the Borrower and event such amount represents all remaining availability under this Section), (iii) no Revolving Credit Increase shall (A) increase the Administrative Agent and L/C Committed Amount without the consent of each L/C Issuer or (iiB) all Incremental Revolving Increases and increase the Swing Line Availability without the consent of the Swing Line Lender, (iv) no Incremental Term Loan Increases shall mature earlier than the Termination Date, and (v) each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed pursuant to the Guaranties on a pari passu basis with the same terms as the Facility being increasedother Obligations hereunder. In such written notice, the Borrower shall specify (if then knownb) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase Process for Increase. Incremental Increases may be (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower but shall not be required to offer to be) provided by any existing Lender Lender, in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the opportunity to participate in Administrative Agent, or by any such increase and (y) any other Person that qualifies as an Eligible Assignee providing any portion of (each such increase that is not other Person, an existing Lender shall become a Lender “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 its counsel (a “New Lender Joinder Agreement”). At ii) in the time case of sending such noticeany Revolving Credit Increase, the Borrower L/C Issuers and the Swing Line Lender shall have consented (in consultation with 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 Administrative Agent) 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 specify have any obligation to increase its Revolving Commitment or participate in an Incremental Term Loan, as the time period within which each applicable Lender approached case may be, and no consent of any Lender, other than the Lenders agreeing to provide all or a any portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period Increase, shall be deemed required to have declined to participateeffectuate such Incremental Increase.

Request for Increase. Provided there exists no Default, upon The Borrower may by written notice to the Administrative AgentAgent request, the Borrower, may from time to time, request an to increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 900,000,000 through one or more increases in the aggregate after giving effect to such increase by requesting an increase in the existing Revolving Credit Facility (each such increaseeach, an “Incremental Revolving IncreaseCommitment”) or an increase and/or increases in the principal amount of the Term Facility Loan (each such increaseeach, an “Incremental Term Commitment”) and/or the addition of one or more new pari passu tranches of term loans (each an “Incremental Term Loan IncreaseFacility”; each Incremental Term Loan Facility, Incremental Revolving Increase, Commitment and Incremental Term Loan Increase Commitment are collectively referred to as “Incremental FacilitiesCommitments”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or 50,000,000 (provided that such lesser amount agreed to by may be less than $50,000,000 if such amount represents all remaining availability under the Borrower and aggregate limit in respect of the Administrative Agent Facilities set forth above) and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower may make a maximum of three such requests. Each notice from the Borrower pursuant to this Section 2.15 shall specify (if then knowni) the date on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (the “Notice Period”) and (ii) the identity of each Lender and each other Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and whom the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing proposes any portion of such increase 72 Incremental Commitments be allocated and the amount of such Incremental Commitments being requested from each such Lender and Eligible Assignee; provided that is not an any existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall the Incremental Commitments may elect or decline, in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached its sole discretion, to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Commitment and any Lender not responding within such time period the Notice Period shall be deemed to have declined to participateprovide such Incremental Commitment. The Administrative Agent and the Borrower shall thereafter determine the effective date (each an “Increase Effective Date”) and the final allocation of such Incremental Commitments among the Lenders and Eligible Assignees.

Request for Increase. Provided there exists no Default, upon Upon written notice to the Administrative Agent, the Borrower, Parent 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 1,675,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Facility Commitment (each such increase, an “Incremental Revolving Increase”) or ), requesting an increase in the Term Loan Facility (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Additional TL Tranche”; each Additional TL Tranche, Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 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 agreed to by as the Parent Borrower and the Administrative Agent and may agree), (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility Class of and, if applicable, the Tranche of, the Facilities being increased. In , and (iii) all incremental commitments and loans provided as part of an Additional TL Tranche shall be on terms agreed to by the BorrowerBorrowers and the Lenders providing such written noticeAdditional TL Tranche; provided, the Borrower shall specify that (if then knownx) the identity final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of each any then existing Facility and (y) if the terms of such Additional TL Tranche (other than final maturity) are not the same as the terms of the Term Loan or a then existing Additional TL Tranche, such new Additional TL Tranche shall be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Additional TL Tranche. The Parent Borrower may approach any Lender or any Person that meets the requirements to be an Assignee under Section 12.6(b)(i) and each Eligible Assignee (ii)(B) to provide all or a portion of the requested increase; provided that it proposes (x) any Lender offered or approached to approach 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 increase, (subject y) no Person approached shall become a Lender without the written consent of the Administrative Agent, the Letter of Credit Issuers and the Swing Line Lender, in each case case, if required pursuant to any requisite consents required under Section 11.06); provided, however, that 12.6(b) and (xz) no existing Lender shall be required to participate in any such increase and the Parent Borrower shall not be required obligated to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing provide any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)requested increase. At the time of sending such its notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender and other Person approached to provide all or a portion of an increase by the Parent Borrower is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable such Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no Event of Default or Potential Default, upon written notice and subject to compliance with the terms of this Section 2.16, the Borrowers may by delivering to the Administrative Agent, the Borrower, may from time to timeBank an Uncommitted Tranche Request, request an increase temporary increases in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 Maximum Commitment, which increases shall be effectuated in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility separate uncommitted tranches (each such temporary increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Uncommitted Increase are collectively referred to as “Incremental FacilitiesTranche”); provided that (i) any each such request for an increase Uncommitted Increase Tranche shall be in a minimum amount of $10,000,00010,000,000 and in $2,500,000 increments thereof, or such lesser amount agreed to by which the Borrower and consent of the Administrative Agent and 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 Incremental Revolving Facility Increases pursuant to Section 2.15 and Incremental Term Loan Increases 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 Uncommitted Increase Loans shall be funded until such time as the Borrower shall have drawn Loans in an amount up to the Maximum Commitment pursuant Section 2.15 hereof. For the avoidance of doubt, any Uncommitted Increase will be on the same terms as contained herein with respect to the Facility being increased. In such written noticeCredit Facility; provided that in the case of any Uncommitted Increase Tranche, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion Uncommitted Increase Maturity Date of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender Uncommitted Increase Tranche shall be required on or prior to participate 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 increase Uncommitted Increase Loan shall be on or prior to the last day of the calendar quarter in which such Uncommitted Increase Loan is funded, and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not Uncommitted Increase Maturity Date for an existing Lender Uncommitted Increase Tranche shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory occur on or prior to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.Stated Maturity Date..

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written notice to the Administrative Agent, the Borrower, may from time to time, request an increase in by notice to the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase Administrative Agent (x) one or more increases in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Credit Increase”), (y) one or an increase more increases in the Term Facility (each such increaseeach, a “Term Loan Increase”) or (z) one or more term loan tranches to be made available to the Borrower (each, an “Incremental Term Loan IncreaseLoan”; each Incremental Term Loan, each Revolving Credit Increase and each Term Loan Increase, and Incremental Term Loan Increase are collectively collectively, referred to as the “Incremental FacilitiesIncreases”); provided that (i) the principal amount for all such Incremental Increases shall not exceed $100,000,000; (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $10,000,000, 20,000,000 and in any increment of $5,000,000 in excess thereof (or such a lesser amount in the event such amount represents all remaining availability under this Section); (iii) no Revolving Credit Increase shall (A) increase the Letter of Credit Sublimit without the consent of the L/C Issuer or (B) increase the Swingline Sublimit without the consent of the Swingline Lender; (iv) no Incremental Term Loan shall mature earlier than the Maturity Date then in effect for the Term Facility or have a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Term Facility; (v) each 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 Borrower 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 (iiB) all Incremental Revolving Increases and shall have an Applicable Rate or pricing grid as determined by the Lenders providing such Incremental Term Loan Increases Loans and the Borrower; (vi) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Term Facility, shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such noticeAgent, the Borrower (in consultation with applicable Lenders providing such Incremental Term Loan and the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall 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 less more restrictive than ten the corresponding terms set forth in the Term Facility (10) Business Days from the date of delivery of such notice except to the extent either (A) applicable Lenders). Each Lender approached to provide all of the other Facilities then in effect or a portion (B) only applicable after the latest Maturity Date of an increase the other Facilities then in effect) or (y) contravene any of the terms of the then existing Loan Documents; and (vii) each Incremental Increase shall notify the Administrative Agent within such time period whether or not it agrees constitute Obligations hereunder and, except as provided above with respect to participate any Incremental Term Loan that is junior in the requested Incremental Facility. Any Lender not responding within such time period right of payment, prepayment, voting and/or security, shall be deemed guaranteed and secured pursuant to have declined to participatethe Guaranty and the Collateral Documents on a pari passu basis with the other Obligations hereunder.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the BorrowerBorrower may, may at any time and from time to time, request an to increase in the aggregate principal amount of the Facilities Revolving Credit Facility and/or by establishing a new (or increasing an existing) pari passu term facility (on terms and conditions to an amount not exceeding $600,000,000 be determined by the Borrower and the lenders under such new term facility and consented to by the Administrative Agent, provided that in no event may the aggregate maturity date of any term facility established pursuant hereto be earlier than the fourth anniversary of the Closing Date), such that after giving effect to such increase by requesting an increase in increase, the sum of (i) the Revolving Credit Facility and (each such increase, an “Incremental Revolving Increase”ii) or an increase the aggregate amount of all commitments and outstanding loans in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”)respect of term facilities under this Agreement shall not exceed $1,250,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, 25,000,000 or such lesser amount reasonably agreed to by the Borrower and the Administrative Agent and Agent. Each notice from the Borrower pursuant to this Section 2.16(a) shall specify (i) whether it proposes to increase the Revolving Credit Facility, increase an existing term loan facility and/or add a new term loan facility, (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written noticeif it proposes to add a new term loan facility, the Borrower shall specify proposed terms of the new term facility and (if then knowniii) the identity of each Lender and each Eligible Assignee that it has approached or proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.0610.06); provided. At the time of sending such notice, howeverthe 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 Business Days from the date of delivery of such notice to such Lender). Each Lender (if any) identified in such notice shall endeavor to notify the Administrative Agent within the specified period for a response whether or not it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that (x) no existing it proposes to provide. Any Lender approached to provide all or a portion of such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase in the applicable facility offered to it. Any Lender not responding within such time period shall be required deemed to participate in have declined to provide any such increase and portion of the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any requested increase. Any Eligible Assignee providing any portion of such the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, The Administrative Agent shall promptly notify the Borrower (in consultation with and each Lender of the Administrative Agent) shall specify the time period within which Lenders’ responses to each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participaterequest made hereunder.

Request for Increase. Provided there exists As long as no DefaultEvent of Default has occurred and is continuing, upon the Borrower shall have the option, at any time prior to the Revolving Credit Termination Date after the Separate Revolving Credit Facility has been terminated, by giving written notice thereof to the Administrative AgentAgent and each of the Lenders not less than thirty (30) days prior to the proposed effective date of the requested increase, to request that the Lenders increase the Aggregate Revolving Credit Commitment by up to $100,000,000, it being understood and agreed that the separate consent of the Administrative Agent will not be a condition to the Borrower, may from time 's right to time, request such an increase in from the aggregate principal Lenders. Upon such a request to the Lenders, each Lender shall have the right to increase its Revolving Credit Commitment pro rata based on the amount of the Facilities requested increase to an amount not exceeding $600,000,000 in the aggregate after giving Aggregate Revolving Credit Commitment, but no Lender shall have any obligation to increase its Revolving Credit Commitment. No Lender shall have agreed to increase its Revolving Credit Commitment, or shall be deemed to have agreed to increase its Revolving Credit Commitment, unless and until it has delivered a signed writing to that effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increasedAgent. In such written noticethe event that the Borrower requests an increase in the Aggregate Revolving Credit Commitment as provided above, but one or more of the existing Lenders declines to increase its Revolving Credit Commitment by its pro rata share of the requested increase, the Borrower shall specify (if then known) nonetheless have the identity option to increase the Aggregate Revolving Credit Commitment by up to $100,000,000 by causing one or more of each Lender and each Eligible Assignee that it proposes the existing Lenders not so declining to approach increase its or their Revolving Credit Commitments in an aggregate amount equal to provide all the requested increase, by causing one or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory more new Lenders acceptable to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agentacceptance not to be unreasonably withheld) shall specify the time period within which each applicable Lender approached to provide all or a portion of Revolving Credit Commitments in an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice aggregate amount equal to the applicable Lenders). Each Lender approached requested increase and to provide all be added as Lenders under this Agreement or a portion of by obtaining sufficient increased Revolving Credit Commitments from such existing Lenders and new Revolving Credit Commitments from such new Lenders in an increase shall notify the Administrative Agent within such time period whether or not it agrees aggregate amount equal to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateincrease.

Request for Increase. Provided there exists no Default, upon written the Company may, at any time and from time to time, request, by notice to the Administrative Agent, the Borrower, may from time to time, request Administrative Agent’s approval of an increase of the aggregate Revolving Commitments (a “Revolving Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Revolving Commitment Increase. The Administrative Agent shall notify all the Lenders of any such request and provide them the first right to participate in the same proportions that their respective Applicable Percentages bear to those of all the Lenders who elect to participate therein. Within twenty (20) days of such request, the Administrative Agent shall advise the Company of its approval or disapproval of such request; failure to so advise the Company shall constitute disapproval. If the Administrative Agent approves any such Revolving Commitment Increase, then the aggregate principal Revolving Commitments may be so increased (up to the amount of such approved Revolving Commitment Increase) by having one or more of the Facilities Lenders increase the amount of their then existing Revolving Commitments and, if the existing Lenders do not choose to participate to the extent necessary for the applicable Revolving Commitment Increase to be provided entirely by the existing Lenders, by having one or more new banks or financial institutions become the Lenders party to this Agreement. Any Revolving Commitment Increase shall be subject to the following limitations and conditions: any Revolving Commitment Increase shall not be less than $10,000,000 (and shall be in integral multiples of $10,000,000 if in excess thereof); no Revolving Commitment Increase shall increase the aggregate Revolving Commitments to an amount in excess of $250,000,000; the provisions of Section 9.04(b) shall apply in respect of any Increasing Lender that is not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in a Lender before the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Commitment Increase, as if such Increasing Lender were an assignee of a Revolving Commitment, the Borrowers shall have executed and Incremental Term Loan Increase are collectively referred delivered to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent such Note or Notes as the applicable Increasing Lender requests to reflect such Revolving Commitment Increase (or, in the case of a new Lender, such Lender’s Revolving Commitment); the Company shall have delivered a certificate executed by an Authorized Officer of the Company and (ii) all Incremental dated the effective date of such Revolving Increases and Incremental Term Loan Increases Commitment Increase, to the effect that the conditions set forth in Section 4.02 shall be on satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such Revolving Commitment Increase and attaching resolutions of the same terms Borrowers approving such Revolving Commitment Increase); the Subsidiary Guarantors shall have consented in writing to the Revolving Commitment Increase and shall have agreed in writing that their respective Subsidiary Guaranties continue in full force and effect; and the Company, the Subsidiary Guarantors and each Increasing Lender shall have executed and delivered such other instruments and documents as the Facility being increased. In Administrative Agent shall have reasonably requested in connection with such written noticeRevolving Commitment Increase, in the Borrower shall specify (if then known) case of the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents documents required under Section 11.06); providedclauses (iv) through (vii) above, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such written notice to all of the applicable Lenders). Each Lender approached to provide all or a portion Lenders hereunder of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateany Revolving Commitment Increase.

Request for Increase. Provided there no Default or Event of Default then exists no Defaultor would arise therefrom, upon written notice to the Administrative AgentAgent (which shall promptly notify the applicable Lenders), the Borrower, Lead Borrower may from time to time, time request an increase in the aggregate principal amount of the Facilities to Commitments by an amount (for all such requests) not exceeding $600,000,000 in 300,000,000 (a “Commitment Increase”), which may be allocated to (i) increase the aggregate after giving effect to such increase by requesting an increase in Domestic Revolving Commitments (a “Domestic Revolving Commitment Increase”), (ii) establish the Revolving Credit European Sub-Facility (each such increase, an as defined below) (a “Incremental Revolving IncreaseEuropean Sub-Facility Request”) or an increase in and/or (iii) establish the Term FILO Facility (each such increase, an as defined below) (a “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental FacilitiesFILO Facility Request”); provided that (i) any such request for an increase a Commitment Increase shall be in a minimum amount of $10,000,00025,000,000 and indicate if the Lead Borrower is requesting a Domestic Revolving Commitment Increase, a FILO Facility Request or such lesser amount agreed to by the Borrower and the Administrative Agent a European Sub-Facility Request, and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In Borrowers may make a maximum of four (4) such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)requests. At the time of sending such notice, the Lead Borrower (in consultation with the Administrative Agent) shall specify the Persons to whom such requested increase is to be made (such Persons so specified, collectively, the “Designated Commitment Increase Lenders”) and the time period within which each applicable Lender approached to provide all or a portion of an increase such Person is requested to respond (the “Commitment Increase Response Period”) (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Persons, or such longer period as may be agreed to by the applicable LendersAgent in its sole discretion). Each To the extent any Designated Commitment Increase Lender approached to provide all or is not then a portion of an increase shall notify the Administrative Agent within Lender, such time period whether or not it agrees to participate in the requested Incremental Facility. Any Designated Commitment Increase Lender not responding within such time period shall be deemed subject to have declined to participatethe approval of the Agent, the L/C Issuer and the Swing Line Lender (which approval shall not be unreasonably withheld, conditioned or delayed).

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written notice to the Administrative Agent, the Borrower, may from time to time, request by notice to the Person appointed by the Borrower to arrange an increase incremental Facility (such Person (who (i) may be the Administrative Agent, if it so agrees, or (ii) any other Person (other than an Affiliate of the Borrower) appointed by the Borrower after consultation with the Administrative Agent; provided that such Person may not be an Affiliate of the Borrower), the “Incremental Arranger”) (x) one or more increases in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Term Loan Increase”) or an increase in (y) one or more term loan tranches to be made available to the Term Facility Borrower (each such increaseeach, an “Incremental Term Loan IncreaseLoan”; each Incremental Revolving Term Loan and each Term Loan Increase, and Incremental Term Loan Increase are collectively collectively, referred to as the “Incremental FacilitiesIncreases”); provided that (i) the principal amount for such Incremental Increase, when combined with the aggregate principal amount of all Incremental Increases and incurrences of Permitted Pari Passu Notes, Permitted Pari Passu Loans and Permitted Junior Debt pursuant to Section 7.02(w)(A) after the Restatement Effective Date, shall not exceed the Maximum Increase Amount as of such date (it being understood that the reclassification mechanics set forth in the definition of “Maximum Increase Amount” shall apply to Incremental Increases pursuant to this Section 2.13(a)); (ii) any such request for an increase Incremental Increase shall be in a minimum amount of $10,000,000, 10,000,000 (or such a lesser amount in the event such amount represents all remaining availability under this Section); (iii) no Incremental Term Loan shall mature earlier than the Latest Maturity Date then in effect or have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of the Facility or any other Incremental Term Loan; (iv) each Incremental Term Loan shall (A) rank pari passu or junior in right of payment, prepayment, voting and/or security with the Loans, including sharing in mandatory prepayments under Section 2.03(b) pro rata with the Loans (unless agreed to be paid after the Loans and/or any other Incremental Term Loans by the Lenders providing such Incremental Term Loan) (and any Incremental Term Loans that are junior in right of payment and/or security shall have customary second lien, prepayment, standstill and other provisions, including any applicable intercreditor agreement, in each case reasonably acceptable to the Administrative Agent 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, (1) OID or upfront fees (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under such Incremental Term Loan or the Facility in the initial primary syndication thereof shall be included (with OID being equated to interest based on assumed four-year life to maturity), (2) the effects of any and all LIBOR floors shall be included and (3) customary arrangement, commitment, structuring or underwriting fees payable to the Arrangers (or their respective affiliates) in connection with the Facility or to one or more Incremental Arrangers (or their affiliates) of any Incremental Term Loan shall be excluded; (v) except as provided above, all other terms and conditions applicable to any Incremental Term Loan, to the extent not consistent with the terms and conditions applicable to the Facility, shall be reasonably satisfactory to the Incremental Arranger, the applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Borrower, provided that in no event shall the covenants, defaults and similar non-economic provisions applicable to any Incremental Term Loan, taken as a whole, (x) be materially more restrictive than the corresponding terms set forth 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 and may amend the Loan Documents to reflect such changes without the consent of any other person) or (ii3) all Incremental Revolving Increases and Incremental 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 Increases Increase shall be on the same terms and conditions (including pricing, maturity, amortization, payments and prepayments) as the Facility being increased. In such written noticeFacility; (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 Borrower shall specify Guaranty and the Collateral Documents (if then knownincluding an Intercreditor Agreement) on a pari passu basis with the other Obligations hereunder; and (viii) the identity of each Lender applicable documentation (including amendments to this Agreement and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case the other Loan Documents) with respect to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender Term Loan Increase or Incremental Term Loan shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such noticeAgent, the Borrower (in consultation with applicable Lenders providing such Term Loan Increase or Incremental Term Loan and the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateBorrower.

Request for Increase. Provided there exists no DefaultThe Borrower may, upon written at any time and from time to time, request, by notice to the Administrative Agent, the Borrower, may from time to time, request Administrative Agent’s approval of an increase in the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Aggregate Revolving Credit Facility Loan Commitments (each such increase, an a “Incremental Revolving Commitment Increase”) or an increase within the limitations hereafter described, which request shall set forth the amount of each such requested Revolving Commitment Increase. Administrative Agent shall notify all Lenders of any such request and provide them the first right to participate in the Term Facility same proportions that their respective Applicable Revolving Loan Percentages bear to those of all Lenders who elect to participate therein. Within twenty (each 20) days of such increaserequest, an “Incremental Term Loan Increase”the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; each Incremental failure to so advise the Borrower shall constitute disapproval. If the Administrative Agent approves any such Revolving Commitment Increase, then the Aggregate Revolving Commitment may be so increased (up to the amount of such approved Revolving Commitment Increase) by having one or more of the Lenders increase the amount of their then existing Revolving Loan Commitments and, if existing Lenders do not choose to participate to the extent necessary for the applicable Revolving Commitment Increase to be provided entirely by existing Lenders, by having one or more new Lenders become Lenders party to this Agreement. Any Revolving Commitment Increase shall be subject to the following limitations and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that conditions: (i) any such request for an increase Revolving Commitment Increase shall not be less than $5,000,000.00 (and shall be in a minimum amount integral multiples of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and 5,000,000.00 if in excess thereof); (ii) all Incremental no Revolving Increases and Incremental Term Commitment Increase shall increase the Aggregate Revolving Loan Increases Commitments to an amount in excess of $100,000,000.00; (iii) the provisions of Section 9.04(b) shall be on apply in respect of any Increasing Lender that is not a Lender prior to the same terms Revolving Commitment Increase, as the Facility being increased. In if such written noticeIncreasing Lender were an assignee of a Revolving Loan Commitment, (iv) the Borrower shall specify (if then known) the identity of each Lender have executed and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory delivered to the Administrative Agent and its such Note or Notes as the applicable Increasing Lender shall request to reflect such Revolving Commitment Increase (or, in the case of a new Lender, such Lender’s Revolving Commitment); (v) the Borrower shall have delivered to the Administrative Agent opinions of counsel (a “New substantially similar to the forms of opinions provided for in Section 4.01 modified to apply to the Revolving Commitment Increase and each Note executed and delivered in connection therewith); (vi) the Guarantors shall have consented in writing to the Revolving Commitment Increase and shall have agreed in writing that their Subsidiary Guaranties continue in full force and effect; and (vii) the Borrower, Subsidiaries and each Lender Joinder Agreement”)shall have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Revolving Commitment Increase. At The form and substance of the time of sending such notice, the Borrower documents required under clauses (in consultation with iv) through (vii) above shall be fully acceptable to the Administrative Agent) . The Administrative Agent shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such written notice to all of the applicable Lenders). Each Lender approached to provide all or a portion Lenders hereunder of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateany Revolving Commitment Increase.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Borrower may from time to time, time prior to the Commitment Increase Expiration Date request an increase in the aggregate principal amount of the Facilities to Aggregate Commitments by an amount (for all such requests) not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase150,000,000; provided, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increasehowever, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,00025,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify may make a maximum of three (if then known3) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase requests, (subject in each case to any requisite consents required under Section 11.06); provided, however, that (xiii) no existing Lender shall such request may be required to participate in any such increase and made on or after the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase Commitment Increase Expiration Date, and (yiv) no such request may be made after the termination or any Eligible Assignee providing any portion reduction of such increase that is not an existing Lender shall become a Lender the Aggregate Commitments pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)Section 2.06. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). No increase in the Aggregate Commitments may be made pursuant to this Section 2.04 at any time on or after the Commitment Increase Expiration ▇▇▇▇.▇▇ any time prior to the Commitment Increase Expiration Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of: (i) one or more incremental term loan commitments (any such incremental term loan commitment, an “Incremental Term Loan Commitment”) to make an incremental term loan (any such incremental term loan, an “Incremental Term Loan”); or (ii) one or more increases in the Commitments, an “Incremental Revolving Credit Commitment” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”) to make incremental revolving credit loans (any such increase, an “Incremental Revolving Credit Increase” and, together with the Incremental Term Loan, the “Incremental Loans”); provided that (1) the total aggregate amount for all such Incremental Loan Commitments shall not (as of any date of incurrence thereof) exceed $150,000,000 and (2) the total aggregate amount for each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall not be less than a minimum principal amount of $25,000,000 (or such lesser amount to which the Administrative Agent may agree). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent (and, in the case of an Incremental Revolving Credit Commitment, the L/C Issuer and Swingline Lender), to provide an Incremental Loan Commitment (any such Person, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of an increase any Incremental Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Loan Commitment. Any Incremental Loan Commitment shall notify become effective as of such Increased Amount Date; provided that: (A) no Default shall exist on such Increased Amount Date before or after giving effect to (1) any Incremental Loan Commitment and (2) the making of any Incremental Loans pursuant thereto; (B) the Administrative Agent within such time period whether or not it agrees and the Lenders shall have received from the Borrower an officer’s compliance certificate demonstrating that the Borrower will be in compliance on a pro forma basis with the financial covenants set forth in Section 7.11 both before and after giving effect to participate (1) any Incremental Loan Commitment and (2) the making of any Incremental Loans on the Increased Amount Date pursuant thereto; (C) the proceeds of any Incremental Loans shall be used in compliance with Section 6.11; (D) each Incremental Loan Commitment (and the Incremental Loans made thereunder) shall constitute Obligations of the Borrower and shall share in the requested guarantees and security, if any, supporting the other extensions of credit hereunder on a pari passu basis; (E) (1) in the case of each Incremental Facility. Any Lender not responding within such time period Term Loan (the terms of which shall be deemed to have declined to participate.set forth in the relevant Lender Joinder Agreement):

Request for Increase. Provided there exists no Default, upon written the Company may, at any time after the expiration of the Covenant Relief Period and from time to time thereafter, request, by notice to the Administrative Agent, the Borrower, may from time to time, request Administrative Agent’s approval of an increase of the aggregate Revolving Commitments (a “Revolving Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Revolving Commitment Increase. The Administrative Agent shall notify all the Lenders of any such request and provide them the first right to participate in the same proportions that their respective Applicable Percentages bear to those of all the Lenders who elect to participate therein. Within twenty (20) days of such request, the Administrative Agent shall advise the Company of its approval or disapproval of such request; failure to so advise the Company shall constitute disapproval. If the Administrative Agent approves any such Revolving Commitment Increase, then the aggregate principal Revolving Commitments may be so increased (up to the amount of such approved Revolving Commitment Increase) by having one or more of the Facilities Lenders increase the amount of their then existing Revolving Commitments and, if the existing Lenders do not choose to participate to the extent necessary for the applicable Revolving Commitment Increase to be provided entirely by the existing Lenders, by having one or more new banks or financial institutions become the Lenders party to this Agreement. Any Revolving Commitment Increase shall be subject to the following limitations and conditions: any Revolving Commitment Increase shall not be less than $10,000,000 (and shall be in integral multiples of $10,000,000 if in excess thereof); no Revolving Commitment Increase shall increase the aggregate Revolving Commitments to an amount in excess of $250,000,000; the provisions of Section 9.04(b) shall apply in respect of any Increasing Lender that is not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in a Lender before the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”) or an increase in the Term Facility (each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Commitment Increase, as if such Increasing Lender were an assignee of a Revolving Commitment, the Borrowers shall have executed and Incremental Term Loan Increase are collectively referred delivered to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, or such lesser amount agreed to by the Borrower and the Administrative Agent such Note or Notes as the applicable Increasing Lender requests to reflect such Revolving Commitment Increase (or, in the case of a new Lender, such Lender’s Revolving Commitment); the Company shall have delivered a certificate executed by an Authorized Officer of the Company and (ii) all Incremental dated the effective date of such Revolving Increases and Incremental Term Loan Increases Commitment Increase, to the effect that the conditions set forth in Section 4.02 shall be on satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such Revolving Commitment Increase and attaching resolutions of the same terms Borrowers approving such Revolving Commitment Increase); the Subsidiary Guarantors shall have consented in writing to the Revolving Commitment Increase and shall have agreed in writing that their respective Subsidiary Guaranties continue in full force and effect; and the Company, the Subsidiary Guarantors and each Increasing Lender shall have executed and delivered such other instruments and documents as the Facility being increased. In Administrative Agent shall have reasonably requested in connection with such written noticeRevolving Commitment Increase, in the Borrower shall specify (if then known) case of the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents documents required under Section 11.06); providedclauses (iv) through (vii) above, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such written notice to all of the applicable Lenders). Each Lender approached to provide all or a portion Lenders hereunder of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateany Revolving Commitment Increase.

Request for Increase. Provided there exists no DefaultUnless a Default or an Event of Default has occurred and is then continuing, upon written notice so long as Borrowers shall not have elected to permanently reduce the Commitments hereunder and except as otherwise provided herein, Administrative Agent, Borrower may make a maximum of two (2) requests that the Borrower, may from time to time, request an Lenders increase their Commitments hereunder in the aggregate principal amount minimum increments of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility 5,000,000 (each such increase, an “Incremental Revolving Increase”) or an increase in Uncommitted Accordion Activation” and the Term Facility (amount of each such increase, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental FacilitiesUncommitted Accordion Amount”); provided that (i) any Administrative Borrower shall have made such request for an increase to Agent (which shall be in a minimum amount of $10,000,000promptly notify the Lenders) on or subsequent to the Effective Date but no later than one hundred eighty (180) days prior to the Termination Date, or such lesser amount agreed to by the Borrower and the Administrative Agent and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases in no event shall the Commitments be on increased pursuant to this Section 2.2(h) by an amount which exceeds, in the same terms aggregate, $250,000,000, (iii) no Default or Event of Default will occur as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion result of such increase Uncommitted Accordion Activation, (iv) no default or event of default will occur under any other agreement of Indebtedness as a result of such Uncommitted Accordion Activation, (v) Borrowers shall pay Agent (for the ratable benefit of the Uncommitted Accordion Lenders, subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase letter agreement between Agent and the Borrower Uncommitted Accordion Lenders), such fees and other compensation as Borrowers, Agent and the Uncommitted Accordion Lenders shall not be required to offer to any existing Lender agree based upon current market conditions at the opportunity to participate in any time of such increase Uncommitted Accordion Activation, and (yvi) any Eligible Assignee providing any portion of Borrowers shall pay Agent (solely for its own benefit) such increase that is not an existing Lender arrangement fees as Borrowers and Agent shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”)agree. At the time of sending making any such noticerequest, the Administrative Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists no DefaultAfter the Closing Date, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower, Borrower may from time to time, (x) request an increase in the aggregate principal amount Term Commitments which may be under a new term facility or may be part of an existing Class of Term Commitments (each a “Term Commitment Increase”) to be made available to the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting Borrower and (y) request an increase in the Revolving Credit Facility Commitments which may be under a new revolving credit facility or may be part of an existing Class of Revolving Credit Commitments (each such increase, an a “Incremental Revolving Credit Commitment Increase”) or an increase to be made available to the Borrower; provided, in the Term Facility (each such increaseeither case, an “Incremental Term Loan Increase”; each Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase Term Commitment Increase shall be in a minimum amount of $10,000,0005,000,000 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 increments of $1,000,000 in excess thereof; (iii) 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 be no earlier than the Scheduled Maturity Date of the Term Facility and/or Revolving Credit Facility, as applicable (other than in the case of any Permitted Earlier Maturity Debt); (iv) the Weighted Average Life to Maturity of any incremental term loans pursuant to a Term Commitment Increase (each an “Incremental Term Loan”) shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Facility at the time of the closing of such Term Commitment Increase (other than in the case of any Permitted Earlier Maturity Debt); (v) solely with respect to any Term Commitment Increase that (1) is in excess of $85,000,000, (2) is incurred pursuant to the Incremental Test Ratios, (3) is secured on a pari passu basis with the Term Loans, (4) has an outside maturity date that is earlier than the two year anniversary of the Scheduled Maturity Date of the Term Facility, (5) is not incurred in connection with a Permitted Acquisition, IP Acquisition or other similar Investment and (6) entered into on or prior to the first anniversary of the Closing Date, the Effective Yield on any Incremental Term Loans shall not exceed the then-applicable Effective Yield on the existing Term Facility by more than 75 basis points (the amount of such lesser amount agreed excess above 75 basis points being referred to herein as the “Yield Differential”); provided that, in order to comply with this clause (v) the Borrower may increase the Effective Yield on the existing Term Facility by the Yield Differential, effective upon the making of such Incremental Term Loan; (vi) except to the extent permitted under this Section 2.14 or otherwise as set forth 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 Agent) (except for provisions applicable only after the Scheduled Maturity Date of the Term Facility or Revolving Credit Facility, as applicable), unless such covenants and events of default are also added for the benefit of the Lenders; and (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Facility being increased. In such written notice, the Borrower shall specify (if then known) the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (yvii) any Eligible Assignee providing Commitment Increase may be available in Dollars or any portion of such increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance other currency reasonably satisfactory acceptable to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending Lenders providing such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental FacilityCommitment Increase. Any Lender 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 responding within such time period 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 deemed to have declined to participatedesignated a separate Class of Incremental Commitments for all purposes of this Agreement.

Request for Increase. Provided there exists no Default, upon written the Company may, at any time and from time to time, request, by notice to the Administrative Agent, the Borrower, may from time to time, request Administrative Agent’s approval of an increase in of the aggregate principal amount of the Facilities to an amount not exceeding $600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility Commitments (each such increase, an a “Incremental Revolving Commitment Increase”) or an increase within the limitations hereafter described, which request shall set forth the amount of each such requested Revolving Commitment Increase. The Administrative Agent shall notify all the Lenders of any such request and provide them the first right to participate in the Term Facility same proportions that their respective Applicable Percentages bear to those of all the Lenders who elect to participate therein. Within twenty (each 20) days of such increaserequest, an “Incremental Term Loan Increase”the Administrative Agent shall advise the Company of its approval or disapproval of such request; each Incremental failure to so advise the Company shall constitute disapproval. If the Administrative Agent approves any such Revolving Commitment Increase, then the aggregate Revolving Commitments may be so increased (up to the amount of such approved Revolving Commitment Increase) by having one or more of the Lenders increase the amount of their then existing Revolving Commitments and, if the existing Lenders do not choose to participate to the extent necessary for the applicable Revolving Commitment Increase to be provided entirely by the existing Lenders, by having one or more new banks or financial institutions become the Lenders party to this Agreement. Any Revolving Commitment Increase shall be subject to the following limitations and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that conditions: (i) any such request for an increase Revolving Commitment Increase shall not be less than $10,000,000 (and shall be in a minimum amount integral multiples of $10,000,00010,000,000 if in excess thereof); (ii) no Revolving Commitment Increase shall increase the aggregate Revolving Commitments to an amount in excess of $400,000,000; (iii) the provisions of Section 9.04(b) shall apply in respect of any Increasing Lender that is not a Lender before the Revolving Commitment Increase, or as if such lesser amount agreed Increasing Lender were an assignee of a Revolving Commitment, (iv) the Borrowers shall have executed and delivered to by the Borrower and the Administrative Agent such Note or Notes as the applicable Increasing Lender requests to reflect such Revolving Commitment Increase (or, in the case of a new Lender, such Lender’s Revolving Commitment); (v) the Company shall have delivered a certificate executed by an Authorized Officer of the Company and dated the effective date of such Revolving Commitment Increase, to the effect that the conditions set forth in Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such Revolving Commitment Increase and attaching resolutions of the Borrowers approving such Revolving Commitment Increase); (vi) the Subsidiary Guarantors shall have consented in writing to the Revolving Commitment Increase and shall have agreed in writing that their respective Subsidiary Guaranties continue in full force and effect; and (iivii) all Incremental Revolving Increases the Company, the Subsidiary Guarantors and Incremental Term Loan Increases each Increasing Lender shall be on the same terms have executed and delivered such other instruments and documents as the Facility being increased. In Administrative Agent shall have reasonably requested in connection with such written noticeRevolving Commitment Increase, in the Borrower shall specify (if then known) case of the identity of each Lender and each Eligible Assignee that it proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents documents required under Section 11.06); providedclauses (iv) through (vii) above, however, that (x) no existing Lender shall be required to participate in any such increase and the Borrower shall not be required to offer to any existing Lender the opportunity to participate in any such increase and (y) any Eligible Assignee providing any portion of such 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 Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender approached to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such written notice to all of the applicable Lenders). Each Lender approached to provide all or a portion Lenders hereunder of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participateany Revolving Commitment Increase.