Common use of Request for Increase Clause in Contracts

Request for Increase. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Default, (ii) each increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lenders).

Request for Increase. Upon Provided that no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom, upon written notice (the “Increase Notice”) to the Administrative Agent (which shall promptly notify the LendersLenders and provide the Lenders with a copy of the Increase Notice), the Borrower may from time to time prior to the then applicable Maturity Datemay, at any time, request an increase up to four (4) increases in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to Commitment in an amount (giving effect to all such Incremental Facilities) not exceeding less than $1,350,000,000; provided that (i) there exists no Default, (ii) each 25,000,000 per increase must be and not more than $500,000,000 in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waivedaggregate. At the time of sending such notice, the The Borrower (in consultation with the Administrative Agent) shall specify in the Lenders to be approached to provide all or a portion of such increase Increase Notice (subject in each case to any requisite consents required under Section 10.06A) 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 on which the Increase Notice was provided to such LendersLenders by the Administrative Agent); (B) the amount of the requested increase in the Revolving Loan Commitment; and (C) the date on which such increase is requested to become effective. For the avoidance of doubt, the parties hereto acknowledge and agree that any increase in the Revolving Loan Commitment provided pursuant to this Section 2.17 shall be deemed to be Revolving Loan Commitments made hereunder and shall have the same terms and conditions as the existing Revolving Loan Commitments hereunder including, without limitation, the same Maturity Date and Applicable Margin.

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Parent Borrower may request from time to time prior to and at any time, in accordance with the then applicable Maturity Dateterms hereof, request an increase in the Aggregate aggregate amount of the then Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Defaultthe Aggregate Commitments as so increased may not exceed $1,000,000,000, and (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 10,000,000, and in integral multiples of $5,000,000 in excess thereof thereof. To achieve the full amount of a requested increase, the Parent Borrower may (or such other amounts as are agreed i) invite Lenders to increase their Commitments and/or (ii) invite any Persons that would not be precluded from being an assignee by the Borrower Sections 10.07(b)(v), 10.07(b)(vi), 10.07(b)(vii) to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative AgentAgent (each such Person, a “Proposed Lender”). In the event the Parent Borrower invites Lenders to increase their Commitments, and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At then at the time of sending such noticethe notice referenced in this Section 2.15(a), the Parent Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender and Proposed Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the Lenders).

Request for Increase. Upon During the term of the Facility, the Borrower shall have the option to increase the Facility Amount by a maximum aggregate amount of up to $85,000,000.00 (the “Increase Option”). Borrower may exercise said Increase Option at any time by providing notice to the Administrative Agent (which shall promptly notify the Lenders), provided however, (a) that at the Borrower may from time to of the exercise of such option, there is no Default or Event of Default which shall have occurred and be continuing; (b) in no event shall the existence of this Increase Option be deemed a commitment on the part of the Lenders until such time prior as such Lender in writing increases its commitment or a new Lender issues a written commitment for any such amounts in excess of the existing $215,000,000.00 committed Facility, and then in such event, such increase to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Default, (ii) each increase must Amount shall only be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making extent of a Credit Extension set forth in clause the increased commitment or new commitment amounts; (ec) of this Section 2.14 shall be satisfied or waived. At at the time of sending such notice, the Borrower Borrowers (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the reasonable time period within which each such Lender is requested to respond as to whether such Lender agrees to increase the amount of its Commitment in accordance with §2.12(b); (which d) any such increase shall be in no event a minimum amount of $10,000,000.00 with minimum increments of $5,000,000.00 above that amount, and a maximum aggregate increase of $85,000,000.00; and (e) any such increase shall be less than ten (10) Business Days from integrated into this Agreement and shall be subject to the date of delivery of such notice to such Lenders)same terms and conditions as this Agreement.

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Commitments by an amount (each for all such requests) not exceeding the sum of (i) $250,000,000 plus (ii) the maximum amount, if any, such that after giving effect to the incurrence of such increase on a pro forma basis (assuming for purposes of this calculation that the Aggregate Commitments (as such may have been increased) are fully drawn) the Consolidated Senior Secured Leverage Ratio recomputed as of the end of the applicable fiscal quarter would not be greater than 2.00 to 1.00; provided that if the Borrower will rely on sub-clause (ii) for the purposes of any such increase, an “Incremental Revolving Increase”the Borrower shall have delivered to the Administrative Agent a duly completed Compliance Certificate as of the last day of such fiscal quarter of the Borrower, demonstrating the requirement set forth in sub-clause (ii) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”above are satisfied; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided further that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 25,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by ii) the Borrower and the Administrative Agent), and (iii) the conditions to the making may make a maximum of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waivedfive such requests. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) four Business Days from the date of delivery of such notice to such the Lenders).

Request for Increase. Upon Provided that no Default or Event of Default shall have occurred and be continuing at such time or would result therefrom, upon written notice (the “Increase Notice”) to the Administrative Agent (which shall promptly notify the LendersLenders and provide the Lenders with access to a copy of the Increase Notice), the Borrower Borrowers may, at any time, request up to four (4) increases in the Revolving Loan Commitment in an amount not less than $25,000,000 per increase and not more than $200,000,000 in the aggregate and, together with such Revolving Loan Commitment increase, the Borrowers may from time to time prior to the then applicable Maturity Date, also request an increase in the Aggregate Commitments (each Letter of Credit Commitment; provided, that after giving effect to any such increase, an “Incremental the Letter of Credit Commitment does not exceed 12.5% of the Revolving Increase”) or add one or more tranches of term loans Loan Commitment (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (after giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Default, (ii) each increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agentany Revolving Loan Commitment increase), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At the time of sending such notice, the Borrower The Borrowers (in consultation with the Administrative Agent) shall specify in the Lenders to be approached to provide all or a portion of such increase Increase Notice (subject in each case to any requisite consents required under Section 10.06A) 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 on which the Increase Notice was provided to such LendersLenders by the Administrative Agent); (B) the amount of the requested increase in the Revolving Loan Commitment and the Letter of Credit Commitment; and (C) the date on which such increase is requested to become effective.

Request for Increase. Upon The Borrowers may from time to time, request by notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments Facility (each such increaseeach, an “Incremental Revolving Increase”); provided, that, (i) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an the principal amount (giving effect to for all such Incremental FacilitiesIncreases in the aggregate since the Restatement Effective Date (including the then requested Incremental Increase) shall not exceeding exceed $1,350,000,000; provided that (i) there exists no Default600,000,000, (ii) each increase must any such request for an Incremental Increase shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof 75,000,000 (or a lesser amount in the event such other amounts as are agreed amount represents all remaining availability under this Section 2.15(a)), (iii) no Incremental Increase shall (A) increase the Letter of Credit Sublimit without the consent of each L/C Issuer whose obligation to issue Letters of Credit is not subject to a L/C Issuer Sublimit, (B) increase the Swing Line Sublimit without the consent of the Swing Line Lender, (C) increase the Maximum Foreign Borrower Sublimit by more than two-thirds (2/3) of the amount of such Incremental Increase, or (D) increase the Foreign Borrower and the Administrative Agent)Sublimit of any Foreign Borrower, and (iiiiv) the conditions each Incremental Increase shall constitute Obligations hereunder and shall be guaranteed pursuant to the making of Guaranties, if any, on a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation pari passu basis with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lenders)other Obligations hereunder.

Request for Increase. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilities) not exceeding $1,350,000,000200,000,000; provided that (i) there exists no Default, (ii) each increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 2.15 shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lenders).

Request for Increase. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000200,000,000; provided that (i) there exists no Default, (ii) each increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lenders).

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may may, from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental and/or the Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000500,000,000 (to a maximum amount of Aggregate Revolving Commitments plus the Term Loan equal to $1,750,000,000); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples whole increments of $5,000,000 in excess thereof thereof; provided, further, at Borrower’s option, Borrower may request that any such requested increase be effected through the addition of one or more term loan commitments (or and, in such other amounts event, all references in this Section 2.19 to any increase, as are agreed and to by the Borrower extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the Administrative Agentamount of such increase, mutatis mutandis), and subject further, however, (iii1) the conditions to the making continued applicability of a Credit Extension set forth in clause (e) the terms and provisions of this Section 2.14 shall be satisfied or waived2.19 and (2) in addition to the items specified in Section 2.19(e), the prior execution and delivery by the Credit Parties of such other and further agreements, amendments, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments and/or the Term Loan, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the Lenders).

Request for Increase. Upon Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Company may through the Administrative Agent from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add any one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred the Lenders to as “Incremental Facilities”) to increase its Commitment by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000500,000,000 in the aggregate; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived50,000,000. At the time of sending such notice, the Borrower Company (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond respond. After giving effect to all such increases, the Aggregate Commitments shall not exceed (which shall in no event be less than ten x) prior to the Additional Commitment Availability Date, $1,600,000,000, and (10y) Business Days on and following the Additional Commitment Availability Date, $2,000,000,000. If the Company has requested an increase from the date Lenders and such requested increase, or any portion thereof, is declined by one or more Lenders, the Company may, to the extent necessary to obtain the full amount of delivery the requested increase, invite additional Eligible Assignees reasonably satisfactory to the Administrative Agent to become Lenders (“Additional Lenders”), may request such accepting Lenders to commit to the full amount of such notice to such Lenders)the requested increase, or may reduce the amount of the requested increase.

Request for Increase. Upon At any time prior to July 23, 2017, the Borrowers shall have the option to increase the Facility Amount by a maximum aggregate amount of up to $135,000,000.00 (the “Increase Option”). The Borrowers may exercise the Increase Option at any time and from time to time prior to the date set forth above by providing notice to the Administrative Agent (which shall promptly notify the Lenders); provided, however, (a) that at the Borrower may from time to of the exercise of such option, there is no Default or Event of Default which shall have occurred and be continuing; (b) in no event shall the existence of this Increase Option be deemed a commitment on the part of the Lenders until such time prior as such Lender in writing increases its commitment or a new Lender issues a written commitment for any such amounts in excess of the existing $265,000,000.00 committed Facility Amount, and then in such event, such increase to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Default, (ii) each increase must Amount shall only be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making extent of a Credit Extension set forth in clause the increased commitment or new commitment amounts; (ec) of this Section 2.14 shall be satisfied or waived. At at the time of sending such notice, the Borrower Borrowers (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the reasonable time period within which each such Lender is requested to respond as to whether such Lender agrees to increase the amount of its Commitment in accordance with Section 2.14(b); (which d) any such increase shall be in no event a minimum aggregate amount of $10,000,000.00 with minimum aggregate increments of $5,000,000.00 above that amount, and a maximum aggregate increase of $135,000,000.00; and (e) any such increase shall be less than ten (10) Business Days from integrated into this Agreement and shall be subject to the date of delivery of such notice to such Lenderssame terms and conditions as this Agreement, except as otherwise provided in Section 2.14(e)(v).

Request for Increase. Upon Provided no Default or Event of Default has occurred and is continuing, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from shall have the right at any time to time prior to after the then applicable Maturity Closing Date, request without the consent of the Lenders or prior approval of the Administrative Agent, to effectuate on one or more occasions, but limited to four in the aggregate, an increase in the Aggregate Revolving Committed Amount (and the aggregate Revolving Commitments (each of the Lenders) by sending a notice to the Administrative Agent requesting such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower 10,000,000, and the Administrative Agent)aggregate amount of all such increases shall not exceed $110,000,000, (ii) after giving effect to such increase in the Revolving Commitments, the Revolving Committed Amount does not exceed $220,000,000, and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 no Lender’s Revolving Commitment shall be satisfied increased without such Lender’s prior written consent. In the event that the Borrower elects to request increases in the Revolving Commitments of any or waived. At each of the existing Lenders, at the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the Lenders).

Request for Increase. Upon Provided (i) subject to Section 1.11, there exists no Default both before and after giving effect to any Incremental Revolving Commitment or Incremental Term Commitment (including compliance by the Company with the covenants set forth in Sections 7.10 and 7.11 determined on a pro forma basis) and (ii) upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Company may from time to time prior time, request, and, subject to the then applicable Maturity Datethis Section 2.14 (including Section 2.14(c)) Lenders hereby consent to, request (x) an increase in the Aggregate Commitments Revolving Facility (each such increaseeach, an “Incremental Revolving IncreaseCommitment”) or add and/or (y) the establishment of one or more tranches of new term loans loan commitments (each each, an “Incremental Term Loan FacilityCommitment”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to ), by an amount (giving effect to for all such Incremental Facilitiesrequests in the aggregate) not exceeding $1,350,000,000250,000,000; provided that (iA) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent)5,000,000, and (iiiB) no such increase shall increase the conditions to Letter of Credit Sublimit, the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied Domestic Swing Line Sublimit, the Foreign Swing Line Sublimit or waivedthe Foreign Borrower Sublimit. At the time of sending such notice, the Borrower Company (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders or such Lendersother time period as agreed to by the Company and any Lender providing an Incremental Revolving Commitment or an Incremental Term Commitment).

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent and the Lenders and with the written consent of the Required Lenders (which shall promptly notify the Lendersin their sole and absolute discretion), the Borrower Agent may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $19,000,000 (each such increase, an a “Incremental Revolving Commitment Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof the aggregate or, if less, the entire unutilized amount of the maximum amount of all such requests set forth above, (or ii) no more than three (3) such other amounts as are agreed to by requests shall be made during the Borrower and the Administrative Agent)term of this Agreement, and (iii) such Commitment Increase shall be provided by one or more Lenders (or any of their affiliates) and (iv) such Commitment Increase shall be subject to closing conditions and fees to be agreed upon by the conditions to Lenders and the making Borrower Agent at the time of a Credit Extension set forth in such request; provided, that, notwithstanding this clause (e) iii), the terms, conditions, and interest rate of this Section 2.14 such Commitment Increase shall be satisfied or waivedon terms consistent with the Loans then outstanding under this Agreement. At the time of sending such notice, the Borrower Agent (in consultation with the Administrative AgentRequired Lenders) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such applicable Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the applicable Lenders).

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may may, from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000350,000,000 (to a maximum amount of Aggregate Revolving Commitments equal to $1,100,000,000); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples whole increments of $5,000,000 in excess thereof thereof; provided further, however, at Borrower’s option, Borrower may request that any such requested increase in the amount of the Aggregate Revolving Commitments be effected through the addition of one or more term loan commitments (and, in such event, all references in this Section 2.19 to any increase in the Aggregate Revolving Commitments (or such other amounts as are agreed to by the Borrower and the Administrative Agentany Revolving Commitment), as and (iii) the conditions to the making extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the amount of a Credit Extension set forth in clause such increase, mutatis mutandis), subject further, however, (e1) to the continued applicability of the terms and provisions of this Section 2.14 shall be satisfied or waived2.19 and (2) in addition to the items specified in Section 2.19(e), the prior execution and delivery by the Credit Parties of such other and further agreements, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the Lenders).

Request for Increase. Upon Provided there exists no Default and subject to the Subordination and Intercreditor Agreement, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to at any time prior to the then applicable Maturity Date, request an increase in the Aggregate aggregate Commitments (each such increase, an increase being a “Incremental Revolving Commitment Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,00010,000,000; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof 5,000,000, (or such other amounts as are agreed ii) the aggregate Commitments, after giving effect to by all Commitment Increases, shall not exceed the Borrower and the Administrative Agent)Maximum Note Amount, and (iii) the conditions Company may make a maximum of two such requests and (iv) all Commitments and Advances provided pursuant to a Commitment Increase shall be available on the same terms as those applicable to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waivedexisting Commitments and Advances. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the Lenders).

Request for Increase. Upon At any time prior to July 31, 2017, the Borrower shall have the option to increase the aggregate Commitments to a maximum aggregate available amount of $150,000,000.00 (the “Increase Option”). The Borrower may exercise the Increase Option at any time and from time to time by providing notice to the Administrative Agent (which shall promptly notify the Lenders); provided, the Borrower may from time to time prior to the then applicable Maturity Datehowever, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) that at the time of each exercise of the Increase Option, there exists is no Default, Default or Event of Default which shall have occurred and be continuing; (ii) each increase must in no event shall the existence of this Increase Option be deemed a commitment on the part of a Lender until such time as such Lender in writing increases its commitment or a minimum amount of $10,000,000 and in integral multiples of $5,000,000 new Lender issues a written commitment for any such amounts in excess thereof (or such other amounts as are agreed to by of the Borrower and the Administrative Agent)existing $20,000,000.00 committed Loan amount, and then in such event, such increase to the Loan amount shall only be to the extent of the increased commitment or new commitment amounts; (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At at the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the reasonable time period within which each such Lender is requested to respond as to whether such Lender agrees to increase the amount of its Commitment in accordance with the terms and conditions of Section 2.04(e); (which iv) any such increase shall be in no event minimum increments of $20,000,000 and (v) any such increase shall be less than ten (10) Business Days from integrated into this Agreement and shall be subject to the date of delivery of such notice to such Lenderssame terms and conditions as this Agreement, except as otherwise provided in Section 2.04(e)(vi).

Request for Increase. Upon At any time prior to July 23, 2017, the Borrowers shall have the option to increase the Facility Amount by a maximum aggregate amount of up to $160,000,000.00 (the “Increase Option”). The Borrowers may exercise the Increase Option at any time and from time to time prior to the date set forth above by providing notice to the Administrative Agent (which shall promptly notify the Lenders); provided, however, (a) that at the Borrower may from time to of the exercise of such option, there is no Default or Event of Default which shall have occurred and be continuing; (b) in no event shall the existence of this Increase Option be deemed a commitment on the part of the Lenders until such time prior as such Lender in writing increases its commitment or a new Lender issues a written commitment for any such amounts in excess of the existing $440,000,000.00 committed Facility Amount, and then in such event, such increase to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Default, (ii) each increase must Amount shall only be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making extent of a Credit Extension set forth in clause the increased commitment or new commitment amounts; (ec) of this Section 2.14 shall be satisfied or waived. At at the time of sending such notice, the Borrower Borrowers (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the reasonable time period within which each such Lender is requested to respond as to whether such Lender agrees to increase the amount of its Commitment in accordance with Section 2.14(b); (which d) any such increase shall be in no event a minimum aggregate amount of $10,000,000.00 with minimum aggregate increments of $5,000,000.00 above that amount, and a maximum aggregate increase of $160,000,000.00; and (e) any such increase shall be less than ten (10) Business Days from integrated into this Agreement and shall be subject to the date of delivery of such notice to such Lenderssame terms and conditions as this Agreement, except as otherwise provided in Section 2.14(e)(vi).

Request for Increase. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to At any time prior to the then applicable Maturity Date, upon written notice to the Administrative Agent by the Parent Borrower, the Borrowers shall have the right to request an increase in the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) in an aggregate amount of up to an amount SEVEN HUNDRED FIFTY MILLION DOLLARS (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000750,000,000); provided that (i) there exists no DefaultDefault has occurred and is continuing, (ii) each increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Parent Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 2.16 shall be satisfied or waived. At the time of sending such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lenders).

Request for Increase. Upon At any time prior to January 5, 2014, the Borrowers shall have the option to increase the Facility Amount by a maximum aggregate amount of up to $110,000,000.00 (the “Increase Option”). The Borrowers may exercise the Increase Option at any time and from time to time prior to the date set forth above by providing notice to the Administrative Agent (which shall promptly notify the Lenders); provided, however, (a) that at the Borrower may from time to of the exercise of such option, there is no Default or Event of Default which shall have occurred and be continuing; (b) in no event shall the existence of this Increase Option be deemed a commitment on the part of the Lenders until such time prior as such Lender in writing increases its commitment or a new Lender issues a written commitment for any such amounts in excess of the existing $240,000,000.00 committed Facility Amount, and then in such event, such increase to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Default, (ii) each increase must Amount shall only be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making extent of a Credit Extension set forth in clause the increased commitment or new commitment amounts; (ec) of this Section 2.14 shall be satisfied or waived. At at the time of sending such notice, the Borrower Borrowers (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the reasonable time period within which each such Lender is requested to respond as to whether such Lender agrees to increase the amount of its Commitment in accordance with Section 2.14(b); (which d) any such increase shall be in no event a minimum amount of $10,000,000.00 with minimum increments of $5,000,000.00 above that amount, and a maximum aggregate increase of $110,000,000.00; and (e) any such increase shall be less than ten (10) Business Days from integrated into this Agreement and shall be subject to the date of delivery of such notice to such Lenderssame terms and conditions as this Agreement, except as otherwise provided in Section 2.14(e)(v).

Request for Increase. Upon Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Increase”which increase may take the form of new revolving loan tranches) or add one or more tranches the addition of a new term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to loan tranche by an amount (giving effect to in an aggregate amount for all such Incremental Facilities) increases under this Section 2.16 not exceeding the sum of (x) such amount, if any, as would not cause the Consolidated Leverage Ratio, calculated on a Pro Forma Basis as if all proposed increases under this Section 2.16 were fully drawn, to exceed 3.00 to 1.00 plus (y) the greater of (A) an amount equal to 100% of the Borrower’s Consolidated EBITDA for the most recently completed four (4) fiscal quarters of the Borrower and (B) $1,350,000,000225,000,000 plus (z) the amount of any optional prepayment of a term loan tranche (or permanent reduction of Revolving Commitments pursuant to Section 2.05), to the extent such prepayment or permanent reduction is not financed with additional long term Indebtedness (other than Revolving Loans made under the Revolving Commitments); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all 50,000,000 or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lenders).whole multiple of

Request for Increase. Upon During the term of the Facility, the Borrowers shall have the option to increase the Facility Amount by a maximum aggregate amount of up to $20,000,000.00 (the “Increase Option”). Borrowers may exercise said Increase Option at any time by providing notice to the Administrative Agent (which shall promptly notify the Lenders), provided however, (a) that at the Borrower may from time of the exercise of such option, there is no Default or Event of Default which shall have occurred and be continuing; (b) in no event shall the existence of this Increase Option be deemed a commitment on the part of any Lender until such time as such Lender in writing agrees to time prior increase its commitment or a new Lender issues a written commitment for any such amounts in excess of the Commitment Amount in effect as of the date such Increase Option is exercised, and then in such event, such increase to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Default, (ii) each increase must Amount shall only be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making extent of a Credit Extension set forth in clause the increased commitment or new Commitment Amounts; (ec) of this Section 2.14 shall be satisfied or waived. At at the time of sending such notice, the Borrower Borrowers (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such existing Lender is requested to respond as to whether such Lender agrees to increase the amount of its Commitment in accordance with Section 5(1)(B)(b), below; (which d) any such increase shall be in no event a minimum amount of $5,000,000.00 with minimum increments of $1,000,000.00 above that amount, and a maximum aggregate increase of $20,000,000.00; and (e) any such increase shall be less than ten (10) Business Days from integrated into this Agreement and shall be subject to the date of delivery of such notice to such Lenders)same terms and conditions as this Agreement.

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may may, from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental and/or the Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000500,000,000 (to a maximum amount of Aggregate Revolving Commitments plus the Term Loan equal to $1,600,000,000); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples whole increments of $5,000,000 in excess thereof thereof; provided, further, at Borrower’s option, Borrower may request that any such requested increase be effected through the addition of one or more term loan commitments (or and, in such other amounts event, all references in this Section 2.19 to any increase, as are agreed and to by the Borrower extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the Administrative Agentamount of such increase, mutatis mutandis), and subject further, however, (iii1) the conditions to the making continued applicability of a Credit Extension set forth in clause (e) the terms and provisions of this Section 2.14 shall be satisfied or waived2.19 and (2) in addition to the items specified in Section 2.19(e), the prior execution and delivery by the Credit Parties of such other and further agreements, amendments, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments and/or the Term Loan, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the Lenders).. (b)

Request for Increase. Upon At any time prior to April 28, 2015, the Borrower shall have the option to increase the aggregate Commitments to a maximum aggregate available amount of $200,000,000.00 (the “Increase Option”). The Borrower may exercise the Increase Option at any time and from time to time by providing notice to the Administrative Agent (which shall promptly notify the Lenders); provided, the Borrower may from time to time prior to the then applicable Maturity Datehowever, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) that at the time of each exercise of the Increase Option, there exists is no Default, Default or Event of Default which shall have occurred and be continuing; (ii) each increase must in no event shall the existence of this Increase Option be deemed a commitment on the part of a Lender until such time as such Lender in writing increases its commitment or a minimum amount of $10,000,000 and in integral multiples of $5,000,000 new Lender issues a written commitment for any such amounts in excess thereof (or such other amounts as are agreed to by of the Borrower and the Administrative Agent)existing $75,000,000.00 committed Loan amount, and then in such event, such increase to the Loan amount shall only be to the extent of the increased commitment or new commitment amounts; (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At at the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the reasonable time period within which each such Lender is requested to respond as to whether such Lender agrees to increase the amount of its Commitment in accordance with the terms and conditions of Section 2.04(e); (which iv) any such increase shall be in no event minimum increments of $10,000,000; and (v) any such increase shall be less than ten (10) Business Days from integrated into this Agreement and shall be subject to the date of delivery of such notice to such Lenderssame terms and conditions as this Agreement, except as otherwise provided in Section 2.04(e)(vi).

Request for Increase. Upon Provided there exists no Default, upon written notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Date, request (i) an increase in the Aggregate Commitments (each such increaseeach, an a “Incremental Revolving Revolver Increase”) or add one or more tranches of term loans (each by an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an aggregate amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000200,000,000; provided that (iA) there exists no Default, (ii) each increase must any such request for such Revolver Increase shall be in a minimum amount of $10,000,000 25,000,000 and in integral multiples increments of $5,000,000 in excess thereof and (or such other amounts as are agreed to by B) the Borrower and may make a maximum of six (6) such requests, (ii) a one-time addition of new term loan commitments (which may be delayed draw commitments) (the Administrative Agent)“Incremental Term Facility”, and together with the Revolver Increase, each an “Increase”) in an aggregate amount not exceeding $375,000,000; provided that (A) such request for such Incremental Term Facility shall be in a minimum amount of $50,000,000 and increments of $5,000,000 in excess thereof and (B) the proceeds of such Incremental Term Facility, together with other cash available to the Borrower, shall be used solely to refinance all obligations owing under the Senior Notes and Senior Notes Documents, or (iii) the conditions to the making a combination of a Credit Extension set forth in clause Increases permitted under clauses (ea)(i) of this Section 2.14 shall be satisfied or waivedand (a)(ii) above. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the Lenders, unless otherwise agreed by the Administrative Agent).

Request for Increase. Upon Provided there exists no Event of Default and no Event of Default would arise therefrom (provided that, solely in the case of any increase requested in connection with a Limited Condition Transaction, such condition as of the date of funding such increase shall be that no Event of Default exists or would arise therefrom, but as of the date of the related commitment to fund such increase shall be limited to no Specified Event of Default), upon notice to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Borrower Agent may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000150,000,000 in the aggregate, which increase shall be on the same terms and conditions as then exist for the Aggregate Commitments; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof 25,000,000 (or $10,000,000 with respect to a first-in, last-out tranche) or, if less, the entire unutilized amount of the maximum amount of all such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension requests set forth in clause (e) of this Section 2.14 shall be satisfied or waivedabove. At the time of sending such notice, the Borrower Agent (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such applicable Revolving Lender is requested to respond (which shall in no event be less than ten (10) five Business Days from the date of delivery of such notice to such Lendersthe applicable Revolving Lenders).(b).

Request for Increase. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,0002,500,000,000; provided that (i) there exists no DefaultDefault that is continuing, (ii) each increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lenders).

Request for Increase. Upon During the term of the Facility, the Borrowers shall have the option to increase the Facility Amount by a maximum aggregate amount of up to $100,000,000.00 (the “Increase Option”). The Borrowers may exercise the Increase Option at any time and from time to time by providing notice to the Administrative Agent (which shall promptly notify the Lenders), provided however, (a) that at the Borrower may from time to of the exercise of such option, there is no Default or Event of Default which shall have occurred and be continuing; (b) in no event shall the existence of this Increase Option be deemed a commitment on the part of the Lenders until such time prior as such Lender in writing increases its commitment or a new Lender issues a written commitment for any such amounts in excess of the existing $320,000,000.00 committed Facility Amount, and then in such event, such increase to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Default, (ii) each increase must Amount shall only be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making extent of a Credit Extension set forth in clause the increased commitment or new commitment amounts; (ec) of this Section 2.14 shall be satisfied or waived. At at the time of sending such notice, the Borrower Borrowers (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the reasonable time period within which each such Lender is requested to respond as to whether such Lender agrees to increase the amount of its Commitment in accordance with Section 2.14(b); (which d) any such increase shall be in no event a minimum amount of $10,000,000.00 with minimum increments of $5,000,000.00 above that amount, and a maximum aggregate increase of $100,000,000.00; and (e) any such increase shall be less than ten (10) Business Days from integrated into this Agreement and shall be subject to the date of delivery of such notice to such Lenderssame terms and conditions as this Agreement, except as otherwise provided in Section 2.14(e)(vi).

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may request from time to time prior to and at any time, in accordance with the then applicable Maturity Dateterms hereof, request an increase in the Aggregate aggregate amount of the then Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) there exists no Defaultthe aggregate Commitments as so increased may not exceed $2,250,000,000, and (ii) each any such request for an increase must shall 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 other amounts as are agreed to by thereof. To achieve the full amount of a requested increase, the Borrower may (i) invite Lenders to increase their Commitments and/or (ii) invite any Persons that would not be precluded from being an assignee by Sections 10.07(b)(v), 10.07(b)(vi), 10.07(b)(vii) to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative AgentAgent (each such Person, a “Proposed Lender”). In the event the Borrower invites Lenders to increase their Commitments, and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At then at the time of sending such noticethe notice referenced in this Section 2.15(a), the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender and Proposed Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the Lenders).

Request for Increase. Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,0001,000,000,000; provided that (i) there exists no Default, (ii) each increase must be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), and (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 2.15 shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lenders).. (b)

Request for Increase. Upon Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Administrative Agent and the Lenders agree that the Borrower may from time to time prior to the then applicable Maturity Datetime, request an increase to the Commitments in the Aggregate Commitments (each such increase, an “Incremental respect of Committed Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to Loans by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000300,000,000 in the aggregate; provided that (i) there exists in no Defaultevent shall the aggregate amount of the Commitments at any time exceed $750,000,000, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent)10,000,000, and (iii) the conditions Borrower may request (but not more than once) that a portion of the available increase in Commitments be structured as a single incremental term loan (the “Incremental Term Loan Facility”) as provided in Section 2.16(g) to be effective as of a date that is at least one (1) year prior to the making of a Credit Extension set forth Existing Maturity Date then in clause effect (ethe “Incremental Term Loan Date”) of this Section 2.14 shall be satisfied or waivedas specified in the related notice to the Administrative Agent. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the Lenders).

Request for Increase. Upon Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time prior to the then applicable Maturity Date, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000135,000,000 less any increase in the Aggregate Commitments pursuant to Section 2.17(g) hereof; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof 20,000,000, (or such other amounts as are agreed to by ii) the Borrower and the Administrative Agent)may make a maximum of five such requests, and (iii) any increased amount of the conditions Aggregate Commitments provided pursuant to this Section 2.17 shall be on the same terms and conditions, and subject to the making same interest rates and fees, as the Aggregate Commitments outstanding before any such increase, as reasonably determined by the Administrative Agent, except that closing fees of a Credit Extension set forth in clause (e) up to 3.0% of this Section 2.14 shall such increased amount of Aggregate Commitments may be satisfied or waivedpaid to the Lenders and Eligible Assignees providing such increased amount of Aggregate Commitments. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the Lenders).. 57 CH\1702371.21

Request for Increase. Upon Provided no Default or Event of Default then exists or would arise therefrom, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Lead Borrower may from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,0001,500,000,000 (each, a “Commitment Increase”, and, together with all such increases, collectively, the (“Commitment Increases”); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples 25,000,000, (ii) the amount of the Aggregate Commitments shall not exceed $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent)3,000,000,000 at any time, and (iii) all references in the conditions definitions of “Cash Dominion Event”, “Covenant Compliance Event”, “Increased Reporting Event”, “Monthly Borrowing Base Delivery Event” and “Weekly Borrowing Base Delivery Event”, which, as of the Closing Date, refer to $2,500,000,000 shall be deemed to be automatically, and without further action by any party, increased to the making dollar amount that is equal to 1.667 times the amount of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waivedthe Aggregate Commitments, after giving effect to such Commitment Increase. At the time of sending such notice, the Lead Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the Lenders).

Request for Increase. Upon At any time prior to June 15, 2013, the Borrower shall have the option to increase the Facility Amount by up to $120,000,000.00 in the aggregate, up to a maximum aggregate available amount of $150,000,000.00 (the “Increase Option”). The Borrower may exercise the Increase Option at any time and from time to time by providing notice to the Administrative Agent (which shall promptly notify the Lenders); provided, the Borrower may from time to time prior to the then applicable Maturity Datehowever, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) that at the time of each exercise of the Increase Option, there exists is no Default, Default or Event of Default which shall have occurred and be continuing; (ii) each increase must in no event shall the existence of this Increase Option be deemed a commitment on the part of a Lender until such time as such Lender in writing increases its commitment or a minimum amount of $10,000,000 and in integral multiples of $5,000,000 new Lender issues a written commitment for any such amounts in excess thereof (or such other amounts as are agreed to by of the Borrower and the Administrative Agent)existing $30,000,000.00 committed Loan amount, and then in such event, such increase to the Loan amount shall only be to the extent of the increased commitment or new commitment amounts; (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At at the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the reasonable time period within which each such Lender is requested to respond as to whether such Lender agrees to increase the amount of its Commitment in accordance with the terms and conditions of Section 2.04(e); (which iv) any such increase shall be in no event minimum increments of $10,000,000 and (v) any such increase shall be less than ten (10) Business Days from integrated into this Agreement and shall be subject to the date of delivery of such notice to such Lenderssame terms and conditions as this Agreement, except as otherwise provided in Section 2.04(e)(vi).

Request for Increase. Upon Provided (i) subject to Section 1.11, there exists no Default both before and after giving effect to any Incremental Revolving Commitment or Incremental Term Commitment (including compliance by the Company with the covenants set forth in Sections 7.10 and 7.11 determined on a pro forma basis) and (ii) upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower Company may from time to time prior time, request, and, subject to the then applicable Maturity Datethis Section 2.14 (including Section 2.14(c)) Lenders hereby consent to, request (x) an increase in the Aggregate Commitments Revolving Facility (each such increaseeach, an “Incremental Revolving IncreaseCommitment”) or add and/or (y) the establishment of one or more tranches of new term loans loan commitments (each each, an “Incremental Term Loan FacilityCommitment”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to ), by an amount (giving effect to for all such Incremental Facilitiesrequests in the aggregate) not exceeding $1,350,000,000250,000,000; provided that (iA) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent)5,000,000, and (iiiB) no such increase shall increase the conditions to Letter of Credit Sublimit, the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied Domestic Swing Line Sublimit, the Foreign Swing Line Sublimit or waivedthe Foreign Borrower Sublimit. At the time of sending such notice, the Borrower Company (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders or such Lendersother time period as agreed to by the Company and any Lender providing an Incremental Revolving Commitment or an Incremental Term Commitment).. (b)

Request for Increase. Upon Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders), the Borrower may may, not more than three (3) times (including all such requests made pursuant to Section 2.13(a) above) from time to time prior to the then applicable Maturity DateClosing Date over the term of this Agreement, request an increase in the Aggregate Commitments (each such increase, Term Facility by an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an aggregate amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding to exceed $1,350,000,00050,000,000; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 5,000,000, (ii) in no event shall the Term Facility (after giving effect to all requested increases therein) exceed an amount equal to $240,000,000 minus the aggregate amount of principal payments and prepayments made prior to the applicable Term Loan Increase Effective Date (as defined below) in integral multiples respect of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), Term Facility and (iii) in no event shall the conditions to aggregate amount of increases in respect of the making of a Credit Extension set forth in clause (e) of Term Facility effected under this Section 2.14 shall be satisfied or waived2.14(a), plus the aggregate amount of increases in respect of the Revolving Credit Facility effected under Section 2.13(a) exceed $50,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Term Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the Term Lenders).

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may may, from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000350,000,000 (to a maximum amount of Aggregate Revolving Commitments equal to $750,000,000); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples whole increments of $5,000,000 in excess thereof thereof; provided further, however, at Borrower’s option, Borrower may request that any such requested increase in the amount of the Aggregate Revolving Commitments be effected through the addition of one or more term loan commitments (and, in such event, all references in this Section 2.19 to any increase in the Aggregate Revolving Commitments (or such other amounts as are agreed to by the Borrower and the Administrative Agentany Revolving Commitment), as and (iii) the conditions to the making extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the amount of a Credit Extension set forth in clause such increase, mutatis mutandis), subject further, however, (e1) to the continued applicability of the terms and provisions of this Section 2.14 shall be satisfied or waived2.19 and (2) in addition to the items specified in Section 2.19(e), the prior execution and delivery by the Credit Parties of such other and further agreements, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the Lenders).

Request for Increase. Upon Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Term Lenders), the Borrower may may, not more than three (3) times (including all such requests made pursuant to Section 2.13(a) above) from time to time prior to the then applicable Maturity DateClosing Date over the term of this Agreement, request an increase in the Aggregate Commitments (each such increase, Term Facility by an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an aggregate amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding to exceed $1,350,000,00050,000,000; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 5,000,000, (ii) in no event shall the Term Facility (after giving effect to all requested increases therein) exceed an amount equal to $110,000,000 minus the aggregate amount of principal payments and prepayments made prior to the applicable Term Loan Increase Effective Date (as defined below) in integral multiples respect of $5,000,000 in excess thereof (or such other amounts as are agreed to by the Borrower and the Administrative Agent), Term Facility and (iii) in no event shall the conditions to aggregate amount of increases in respect of the making of a Credit Extension set forth in clause (e) of Term Facility effected under this Section 2.14 shall be satisfied or waived2.14(a), plus the aggregate amount of increases in respect of the Revolving Credit Facility effected under Section 2.13(a) exceed $50,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Term Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the Term Lenders).

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may may, from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Revolving Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental and/or the Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding $1,350,000,000500,000,000 (to a maximum amount of Aggregate Revolving Commitments plus the Term Loan equal to $1,600,000,000); provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 and in integral multiples whole increments of $5,000,000 in excess thereof thereof; provided further, however, at Borrower’s option, Borrower may request that any such requested increase be effected through the addition of one or more term loan commitments (or and, in such other amounts event, all references in this Section 2.19 to any increase, as are agreed and to by the Borrower extent applicable at any time, shall be deemed and construed to mean and refer to any such term loan commitment in the Administrative Agentamount of such increase, mutatis mutandis), and subject further, however, (iii1) the conditions to the making continued applicability of a Credit Extension set forth in clause (e) the terms and provisions of this Section 2.14 shall be satisfied or waived2.19 and (2) in addition to the items specified in Section 2.19(e), the prior execution and delivery by the Credit Parties of such other and further agreements, amendments, instruments, and documents which Administrative Agent may then require in its sole but reasonable determination to effect any such term loan commitment in the amount of such increase. At the time of sending any notice of such noticerequested increase in the Aggregate Revolving Commitments and/or the Term Loan, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each such Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the Lenders).. (b)

Request for Increase. Upon At any time prior to June 15, 2013, the Borrower shall have the option to increase the Facility Amount by up to $68,000,000.00 in the aggregate, up to a maximum aggregate available amount of $150,000,000.00 (the “Increase Option”). The Borrower may exercise the Increase Option at any time and from time to time by providing notice to the Administrative Agent (which shall promptly notify the Lenders); provided, the Borrower may from time to time prior to the then applicable Maturity Datehowever, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to an amount (giving effect to all such Incremental Facilities) not exceeding $1,350,000,000; provided that (i) that at the time of each exercise of the Increase Option, there exists is no Default, Default or Event of Default which shall have occurred and be continuing; (ii) each increase must in no event shall the existence of this Increase Option be deemed a commitment on the part of a Lender until such time as such Lender in writing increases its commitment or a minimum amount of $10,000,000 and in integral multiples of $5,000,000 new Lender issues a written commitment for any such amounts in excess thereof (or such other amounts as are agreed to by of the Borrower and the Administrative Agent)existing $82,000,000.00 committed Loan amount, and then in such event, such increase to the Loan amount shall only be to the extent of the increased commitment or new commitment amounts; (iii) the conditions to the making of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At at the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06) and the reasonable time period within which each such Lender is requested to respond as to whether such Lender agrees to increase the amount of its Commitment in accordance with the terms and conditions of Section 2.04(e); (which iv) any such increase shall be in no event minimum increments of $10,000,000 and (v) any such increase shall be less than ten (10) Business Days from integrated into this Agreement and shall be subject to the date of delivery of such notice to such Lenderssame terms and conditions as this Agreement, except as otherwise provided in Section 2.04(e)(vi).

Request for Increase. Upon Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders)Agent, the Borrower may from time to time prior to the then applicable Maturity Datetime, request an increase in the Aggregate Commitments (each such increase, an “Incremental Revolving Increase”) or add one or more tranches of term loans (each an “Incremental Term Loan Facility”; each Incremental Term Loan Facility and each Incremental Revolving Increase are collectively referred to as “Incremental Facilities”) to by an amount (giving effect to for all such Incremental Facilitiesrequests) not exceeding an additional $1,350,000,000200,000,000; provided that (i) there exists no Default, (ii) each any such request for an increase must shall be in a minimum amount of $10,000,000 25,000,000 and (ii) the Borrower may make a maximum of five (5) such requests. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), the Borrower may solicit commitments to the increase from existing Lenders and/or additional Eligible Assignees to become Lenders pursuant to a joinder agreement in integral multiples form and substance reasonably satisfactory to the Administrative Agent and its counsel. If the Aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of $5,000,000 in excess thereof (or such other amounts as are agreed to by increase. The Administrative Agent shall promptly notify the Borrower and the Administrative Agent), and (iii) the conditions to the making each of a Credit Extension set forth in clause (e) of this Section 2.14 shall be satisfied or waived. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the Lenders to be approached to provide all or a portion of the aggregate amount of such increase (subject in each case to any requisite consents required under Section 10.06) and the time period within which each Increase Effective Date. Notwithstanding the above, (i) no increase in the Aggregate Commitments shall increase the Letter of Credit Sublimit or the Swing Line Sublimit and (ii) no existing Lender shall be obligated to participate in 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 such Lenders)increase.