Common use of Request for Increase Clause in Contracts

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower may from time to time after the Closing Date, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,250,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders).

Request for Increase. Provided there exists no Default, upon The Borrower may by written notice to the Administrative Agent (which notice shall be provided at least ten (10) Business Days (or such shorter period as consented to by the Administrative Agent, ) prior to the Borrower may from time effectiveness of any Incremental Commitment) elect to time after request (x) prior to the Closing Date, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,250,000,000 in the aggregate after giving effect to such increase by requesting an increase in Maturity Date for the Revolving Credit Facility Facility, an increase to the existing Revolving Credit Commitments (each such increaseeach, an “Incremental Revolving IncreaseCredit Commitment”)) and/or (y) prior to the Latest Maturity Date then in effect, requesting the establishment of one or more new term loan commitments for an additional Class of term loans or as an increase in the to an existing Class of Term A-1 Facility Loans (each such increaseeach, an “Incremental Term A-1 IncreaseCommitment”), requesting by an aggregate amount, when taken together with all Incremental Equivalent Debt, not in excess of the Incremental Cap. Each such increase in the Term A-2 Facility (each such increase, an “existing commitments or establishment of new commitments constituting Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase Commitments shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above 25,000,000. The Borrower may elect to seek Incremental Commitments from Lenders (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) provided no Lender shall be required for obligated to provide any such increase, (iiiIncremental Commitment and any Lender may elect to provide or decline to provide any Incremental Commitment in its sole discretion) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Facility (or other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms Eligible Assignees reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee In order to provide all or a portion of the requested increase; provided an Incremental Commitment, each party that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent provides an Incremental Commitment (which consent shall not party must be unreasonably withheld), if such consent would be required for such Person consented to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) by the Borrower shall and to the extent such party is not be obligated to offer any existing Lender the opportunity to provide any portion of then a requested increase. At the time of sending its noticeLender, the Borrower (in consultation with the Administrative Agent) shall specify execute and deliver to the time period within which each Lender Administrative Agent a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel (the “Increase Joinder”). Notwithstanding the provisions of Section 10.01, the Increase Joinder may, without the consent of any other Person approached by Lenders, effect such amendments to this Agreement and the Borrower is requested other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to respond (which shall in no event be less than ten Business Days from effect the date provisions of delivery of such notice to such Lenders)this Section 2.14.

Request for Increase. Provided there exists The Borrower may, from time to time (other than during the Relief Period, during which time, notwithstanding anything to the contrary in this Agreement, no Defaultincrease pursuant to this Section 2.14 may be requested or consummated), upon request by written notice to the Administrative Agent, the Borrower may from time to time after the Closing Date, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,250,000,000 in the aggregate after giving effect to such increase by requesting an increase Agent one or more increases in the Revolving Credit Facility (each such increaseeach, an a “Incremental Revolving Credit Increase”), requesting an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental Facilities”); provided that (i) the principal amount for all such Revolving Credit Increases, in the aggregate, since the Closing Date (including the then requested Revolving Credit Increase) shall not exceed the sum (with utilization being determined by the Borrower subject to the limits provided herein) of (x) $200,000,000 plus (y) a principal amount such that, after giving effect to such proposed Revolving Credit Increase (measured assuming the entire principal amount of any proposed Revolving Credit Increase being incurred pursuant to this clause (y) is fully drawn), any repayment of other Indebtedness in connection therewith and any other appropriate pro forma adjustment events, the Senior Leverage Ratio is not greater than 2.00 to 1.00; (ii) any such request for an increase shall be in a minimum amount of $25,000,000 10,000,000 (or any a lesser amount if in the event such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as this Section) and the Borrower and may make a maximum of five such requests (excluding any requests that are not consummated); (iii) no Revolving Credit Increase shall increase the Administrative Agent may agree), (ii) Swing Line Sublimit without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and Swing Line Lender; (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shallany Revolving Credit Increase may, subject to clauses (iii) and (iv) at the request of the second proviso to Section 11.01Borrower, be on terms agreed to by available for the Borrower and issuance of Letters of Credit within the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent limits of the L/C Issuers Issuer Sublimits; and (v) each Revolving Credit Increase shall constitute Obligations hereunder and shall be guaranteed and secured pursuant to the Guaranty, Collateral Agreement and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of other Security Instruments on a requested increase. At the time of sending its notice, the Borrower (in consultation pari passu basis with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders)Obligations hereunder.

Request for Increase. Provided there exists Borrower may at any time prior to the applicable Maturity Date, so long as, no DefaultEvent of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), upon written request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative AgentAgent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Borrower may from time Lenders being requested); provided, however, that any such request pursuant to time a Commitment Increase Notice shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date, request an increase in Date shall not exceed the aggregate amount of New Commitment Cap. Each such notice shall specify (A) the Facilities to an amount not exceeding $1,250,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility date (each such increaseeach, an “Incremental Revolving Increase”), requesting an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 IncreaseIncreased Amount Date”) on which Borrower proposes that the New Revolving Commitments or establishing New Term Loan Commitments, as applicable, shall be effective, which shall be a new date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or increasing such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an existingEligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) tranche to whom Borrower proposes any portion of pari passu term loans such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred but no Lender is obligated to as “Incremental Facilities”accept such allocation); provided that (i) Borrower may, in its sole discretion, offer to any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any other Person that would constitute is an Eligible Assignee the opportunity to provide participate in all or a portion of the requested increase; provided that (w) any such New Commitments and any such Lender offered or other Person approached to provide all or a portion of the requested increase New Commitments may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders)New Commitment.

Request for Increase. Provided there exists no DefaultAt any time prior to the then applicable Maturity Date, upon written notice to the Administrative AgentAgent by the Parent Borrower, the Borrower may from time Borrowers shall have the right to time after the Closing Date, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,250,000,000 in the aggregate after giving effect to such increase 3,750,000,000 by requesting an increase in the Aggregate Revolving Commitments (by increasing one or more Tranches of the Revolving Credit Facility Facility) (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing increase an existing) tranche of pari passu term loans (each an “Incremental TL Term Loan Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase Loan Facility are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall no Default has occurred and is continuing, (ii) each Incremental Facility must be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit 10,000,000 and in respect integral multiples of the increases set forth above $5,000,000 in excess thereof (or such lesser amount other amounts as are agreed to by the Parent Borrower and the Administrative Agent may agreeAgent), (ii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and Revolving Credit Facility, (iv) all incremental commitments and loans provided as part of an Incremental TL Term Loan Facility shall, subject to clauses clause (iii) and (iv) of the second proviso to Section 11.0110.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental TL Term Loan Facility, provided, that (x) the final maturity date therefor of an Incremental Term Loan Facility may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Term Loan Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Term Loan Facility, such new Incremental TL Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee , and (v) the conditions to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee making of a Revolving Credit Commitment Extension set forth in clause (e) of this Section 2.16 shall be satisfied or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increasewaived. At the time of sending its 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), the time period within which each such Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such Lenders)) and, with respect to any Incremental Revolving Increase, shall identify the applicable Tranche or Tranches to be increased.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative Agent, the Borrower Borrower, may from time to time after the Closing Datetime, request an increase in the aggregate principal amount of the Facilities to an amount not exceeding $1,250,000,000 600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”), requesting ) or an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Loan Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (10,000,000, or such lesser amount as agreed to by the Borrower and the Administrative Agent may agree), and (ii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Loan Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shallincreased. In such written notice, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that shall specify (xif then known) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) identity of any then existing Facility each Lender and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an each Eligible Assignee that it proposes to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, approach to provide all or a portion of such increaseincrease (subject in each case to any requisite consents required under Section 11.06); provided, however, that (x) no Person approached existing Lender shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for to participate in any such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers increase and the Swing Line Lender and (z) the Borrower shall not be obligated required to offer to any existing Lender the opportunity to provide participate in any such increase and (y) any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a requested increaseLender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (a “New Lender Joinder Agreement”). At the time of sending its such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender and other Person approached by the Borrower to provide all or a portion of an increase is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to such the applicable Lenders). Each Lender approached to provide all or a portion of an increase shall notify the Administrative Agent within such time period whether or not it agrees to participate in the requested Incremental Facility. Any Lender not responding within such time period shall be deemed to have declined to participate.

Request for Increase. Provided there exists The Borrower may, at any time and from time to time (but in no Defaultevent more than once during each fiscal year of Borrower), upon written request, by notice to the Administrative Agent, the Borrower may from time to time after the Closing Date, request Administrative Agent’s approval of an increase in the aggregate amount of the Facilities to an amount not exceeding $1,250,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility total Commitments (each such increase, an a “Incremental Revolving Increase”), requesting an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Commitment Increase”) within the limitations hereafter described, which request shall set forth the amount of each such requested Commitment Increase. Within twenty (20) days of such request, the Administrative Agent shall advise the Borrower of its approval or establishing a new (or increasing an existing) tranche disapproval of pari passu term loans (each an “Incremental TL Facility”such request; each Incremental TL Facility, Incremental Revolving failure to so advise the Borrower shall constitute disapproval. If the Administrative Agent approves any such Commitment Increase, Incremental Term A-1 then the total Commitment may be so increased (up to the amount of such approved Commitment Increase) by having one or more New Lenders increase the amount of their then existing Commitments or become Lenders, provided however that approval by the Administrative Agent is not a commitment by the Administrative Agent to increase its Commitment or to find New Lenders. Any Commitment Increase shall be subject to the following limitations and Incremental Term A-2 Increase are collectively referred to as “Incremental Facilities”); provided that conditions: (i) any such request for an increase (in the aggregate) in the total Commitment and the amount (in the aggregate) of any new Commitment and/or any amount (in the aggregate) of any increase in the Commitment of any New Lender, shall not be less than $1,000,000 (and shall be in a minimum amount integral multiples of $25,000,000 or any lesser 500,000 if in excess thereof); (ii) no Commitment Increase pursuant to this Section 2.20 shall increase the total Commitment to an amount if such amount represents all remaining availability under the aggregate limit in respect excess of the increases set forth above $100,000,000; (or such lesser amount as iii) the Borrower and each New Lender shall have executed and delivered a Commitment and Acceptance and the Administrative Agent may agree), shall have accepted and executed the same; (iiiv) the written consent of Borrower shall have executed and delivered to the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for such Note or Notes as any such increaseNew Lender shall request to reflect such Commitment Increase; (v) the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the form of opinion provided for in Section 4.01, modified to apply to the Commitment Increase and each Note and Commitment and Acceptance executed and delivered in connection therewith); (iiivi) all Incremental Revolving IncreasesGuarantors shall have consented in writing to the Commitment Increase and shall have agreed that their Guaranties continue in full force and effect; and (vii) the Borrower and each New Lender shall otherwise have executed and delivered such other instruments and documents, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on including but not limited to modifications of the same terms Mortgages, Security Agreement, Pledge of Equity Interests to, among other things reflect the Commitment Increase, as the Facility being increased Administrative Agent shall have reasonably requested in connection with such Commitment Increase. The form and (iv) all incremental commitments and loans provided as part substance of an Incremental TL Facility shall, subject to the documents required under clauses (iii) and through (ivvii) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility above shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee Administrative Agent shall provide written notice to provide all or a portion of the requested increase; provided that (w) Lenders hereunder of any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders)Increase.

Request for Increase. Provided there exists that no DefaultDefault shall have occurred and is then continuing, upon written notice to the Administrative Agent, the Borrower may may, at any time and from time to time after the Closing Datetime, request an elect to increase in the aggregate principal amount of the Facilities to an amount not exceeding $1,250,000,000 in the aggregate after giving effect to such increase 1,150,000,000 by requesting an increase in increasing the Revolving Credit Facility, by increasing the Term Facility and/or by implementing a new term facility on substantially the same terms as the Term Facility (other than (x) economic terms and (y) the maturity date thereof, which may in no event be earlier than the fourth anniversary of the Closing Date, each of which shall be determined by the Borrower and the Lenders with respect to such new Term Facility) (and after the Increase Effective Date with respect thereto all references to the “Term Facility” herein and in any other Loan Documents shall include such new term facility (each such increasetranche or new term facility, an “Incremental Revolving IncreaseFacility”, and after the Increase Effective Date with respect thereto all references to the “Term Facility” herein and in any other Loan Documents shall include such new term facility (the “New Term Facility”), requesting an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser such other amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms reasonably agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, Administrative Agent. Each notice from the Borrower pursuant to this Section 2.15 shall specify the Facility that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing it proposes to increase or if it proposes to add a New Term Facility and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the proposed terms of the New Term A-1 Facility, Facility and the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any identity of each Lender or any Person that would constitute an and each Eligible Assignee that it has or proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06). Each designated existing Lender shall notify the Administrative Agent within 20 Business Days whether or not it agrees to provide all or a portion of such increase and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase; provided that (w) any . Any existing Lender offered or approached to provide all or a portion of the requested such increase may elect or decline, in its sole discretion, to provide all or a portion of such increaseincrease in the applicable Facility offered to it. Any designated Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment or its Term Loan, (x) no Person approached or to provide any of the New Term Facility, as applicable. Any Eligible Assignee providing any portion of such increase in the applicable Facility that is not an existing Lender shall become a Lender without the written consent of pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (which consent a “New Lender Joinder Agreement”). The Administrative Agent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit notify the Borrower and each Lender without the written consent of the L/C Issuers Lenders’ responses to each request made hereunder. Incremental Facilities may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide, and the Swing Line Lender and (z) the Borrower shall not be obligated have no obligation to offer any existing Lender the opportunity to provide any portion of a requested increase. At commitment for, Incremental Facilities) or any additional Lender pursuant to Section 11.06(b), in each case on terms permitted under this Section 2.15(b); provided that the time of sending its notice, the Borrower Administrative Agent shall have consented (in consultation with each case, such consent not to be unreasonably withheld, delayed or conditioned) to any additional Lender’s providing such Incremental Facilities if such consent by the Administrative AgentAgent would be required under Section 11.06(b) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date for an assignment of delivery of such notice Incremental Facilities to such Lenders)additional Lender.

Request for Increase. Provided there exists no Default, upon Upon written notice to the Administrative Agent, the Parent Borrower may from time to time after the Closing Datetime, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,250,000,000 1,000,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each such tranche, an “Incremental TL Term Loan Facility”, it being understood that an increase of an existing tranche does not create a separate Incremental Term Loan Facility; each Incremental TL Facility, Term Loan Facility and Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Parent Borrower and the Administrative Agent may agree), (ii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and Revolving Credit Facility, (iviii) all incremental commitments and loans provided as part of an each Incremental TL Term Loan Facility shall, subject to clauses clause (iii) and (ivii)(y) of the second proviso to Section 11.0110.01, be on terms agreed to by the Parent Borrower and the Lenders providing such Incremental TL Term Loan Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Term Loan Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Term Loan Facility, the administrative, technical and operational provisions of such new Incremental TL Term Loan Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee , and (iv) the conditions to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee making of a Revolving Credit Commitment Extension set forth in Section 4.02 (other than Section 4.02(c)) shall be satisfied or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increasewaived. At the time of sending its such notice, the Parent Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such the Lenders).

Request for Increase. Provided there exists no Event of Default or Unmatured Event of Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Revolving Loan Lenders), the Borrower may from time to time after the Closing Datetime, request an increase in the aggregate amount of the Facilities to Aggregate Revolving Loan Commitment by an amount (for all such requests) not exceeding $1,250,000,000 in 200,000,000 (such amount, the aggregate after giving effect to such increase by requesting an increase in the “Maximum Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount and in increments of $5,000,000 in excess thereof or, if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facilityless, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a entire remaining unused Maximum Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increaseIncrease. At the time of sending its such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Loan Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such the Lenders). Each Revolving Loan Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Loan Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Revolving Loan Lender not responding within such time period shall be deemed to have declined to increase its Revolving Loan Commitment. The Administrative Agent shall notify the Borrower and each Revolving Loan Lender of the Revolving Loan Lenders’ responses to each request made hereunder. Such increase shall be provided by existing Revolving Loan Lenders that, in response to a request of the Borrower in each such existing Revolving Loan Lender’s sole discretion, agree to so increase their Revolving Loan Commitments and/or, subject to the approval of the Administrative Agent and the Issuing Lenders (which approvals shall not be unreasonably withheld), by Eligible Assignees that become Revolving Loan Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel; provided that the Commitment of each Eligible Assignee shall be in a minimum amount of $5,000,000.

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower may from time to time after the Closing Datetime, request an increase in the aggregate amount Aggregate Credit Facility Amount (as determined by the Borrower but subject to the approval of the Facilities Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned)) by an amount that will not exceeding $1,250,000,000 in cause the aggregate after giving effect to such increase by requesting an increase in the Revolving Aggregate Credit Facility Amount to be greater than the sum of (each such increasei) the Aggregate Credit Facility Amount on the Closing Date, an “Incremental Revolving Increase”), requesting an increase in the Term A-1 Facility plus (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”ii) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental Facilities”)$500,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser other amount as the Borrower and agreed to by the Administrative Agent Agent). Such increase in the Aggregate Credit Facility Amount may agree), be utilized by requesting either (i) additional Revolving Credit Commitments or (ii) the written consent making of the Administrative Agent additional Term Loans (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental in one or more tranches of Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheldLoans), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its such notice, the Borrower shall specify the nature of such increase (either as a Revolving Credit Commitment or as Term Loans (in one or more tranches of Term Loans)) and may request all or part of such increase from the existing Lenders and, if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such the Lenders). In the event that the Borrower elects to request such increase as Term Loans, the Borrower (in consultation with the Administrative Agent) shall notify the Lenders of the material terms of the Term Loans, including the proposed pricing, maturity, amortization schedule, maximum number of Interest Periods, permitted Types of Term Loans and other terms customary for Term Loans, provided, however that (A) the maturity date for such Term Loans shall not be prior to the Maturity Date with respect to the Revolving Credit Facility and (B) such Term Loans not require prepayment other than (i) as otherwise required pursuant to this Agreement and (ii) scheduled amortization in excess of 5% of the aggregate initial principal amount of such Term Loans per annum.

Request for Increase. Provided there exists no Default, upon written Upon notice to the Administrative Agent, the Borrower may from time to at any time after the Original Closing Date, the Company may request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,250,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility additional Commitments (each such increaseeach, an “Incremental Revolving Increase”)Commitment” and, requesting an increase in collectively, the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental FacilitiesCommitments”); provided that (i) after giving effect to any such request addition, the aggregate amount of Incremental Commitments that have been added pursuant to this Section 2.15 shall not exceed $300,000,000 minus the amount, if any, of the then outstanding or committed Indebtedness permitted by Section 7.03(k) (and it being understand that the RPS Acquisition Term Loan Commitments in existence on the Effective Date do not constitute Incremental Commitments for an increase purposes of this Section 2.15 or reduce such $300,000,000 amount in this clause (i)), (ii) any such addition shall be in a minimum an aggregate amount of not less than $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative AgentAgent or shall represent all remaining availability under this Section 2.15) and (iii) the Company may make a maximum of three such requests. The Borrower Incremental Commitments may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion be provided, at the option of the requested increaseCompany, by (i) increasing the aggregate Revolving Credit Commitments with the same terms (including pricing) as the existing Revolving Credit Facility (each, a “Revolving Credit Facility Increase”) or (ii) creating a new tranche of term loans with respect to either Term Loan Facility (each, an “Incremental Term Loan Facility”; and each term loan thereunder, an “Incremental Term Loan”; and each Revolving Credit Facility Increase and Incremental Term Loan Facility may also be referred to herein as an “Incremental Increase”); provided that no Revolving Credit Facility Increase shall (wA) any Lender offered or approached to provide all or a portion of increase the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender Swing Line Sublimit without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B)Swing Line Lender, (yB) no Person approached shall become a Revolving increase the Letter of Credit Lender Sublimit without the written consent of the L/C Issuers and or (C) increase the Swing Line Lender and (z) Alternative Currency Sublimit without the Borrower shall not be obligated to offer any existing Lender consent of the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Required Revolving Credit Lenders).

Request for Increase. Provided there At any time and from time to time prior to the Termination Date, so long as no Default or Event of Default exists or would arise therefrom, the Lead Borrower shall have the right to request an increase of the aggregate of the then outstanding Commitments (including the Letter of Credit Sublimit) by an amount as would cause the Total Commitments not to exceed $950,000,000 in the aggregate. The Administrative Agent and the Lead Borrower shall determine the effective date of such requested increase and any such requested increase shall be first made available to all existing Lenders on a pro rata basis. To the extent that, on or before the tenth (10th) day (or such shorter period as may be agreed by the Administrative Agent) following such request for an increase hereunder, the existing Lenders decline to increase their Commitments, or decline to increase their Commitments to the amount requested by the Lead Borrower, or fail to respond to such request for an increase, the Administrative Agent, in consultation with the Lead Borrower, will use its reasonable best efforts to arrange for one or more other Persons to become a Lender hereunder and to issue commitments in an amount equal to the amount of the increase in the Total Commitments requested by the Lead Borrower and not accepted by the existing Lenders (each such increase by either means, a “Commitment Increase,” and each Person issuing, or Lender increasing, its Commitment, an “Additional Commitment Lender”), provided, however, that (i) no DefaultLender shall be obligated to provide a Commitment Increase as a result of any such request by the Lead Borrower, upon written notice (ii) any Additional Commitment Lender which is not an existing Lender shall be subject to the approval of the Administrative Agent, the Borrower may from time to time after the Closing Date, request an increase in the aggregate amount of the Facilities to an amount not exceeding $1,250,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower Issuing Banks and the Administrative Agent may agree), (ii) the written consent of the Administrative Agent Lead Borrower (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent approval shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), and (yiii) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (in consultation with the Administrative Agent) , at no time shall specify the time period within which each Commitment of any Additional Lender and other Person approached by the Borrower is requested to respond (which shall in no event under this Agreement be less than ten Business Days from the date $10,000,000. Each Commitment Increase shall be in a minimum aggregate amount of delivery at least $25,000,000 and in integral multiples of such notice to such Lenders)$5,000,000 in excess thereof.

Request for Increase. Provided there exists that no DefaultDefault shall have occurred and is then continuing, upon written notice to the Administrative Agent, the Borrower may may, at any time and from time to time on and after the Closing Delayed Draw Termination Date, request an elect to increase in the aggregate amount of the Facilities Facility Amount to an amount not exceeding $1,250,000,000 600,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (50,000,000 or such lesser other amount as the Borrower and the Administrative Agent may agree), (ii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms reasonably agreed to by the Borrower and the Administrative Agent. Any increase in the Facility Amount pursuant to this Section 2.15 shall be in the form of a single Borrowing consisting of one or more additional term loans made to the Borrower (any such term loan being referred to herein as an “Incremental Term Loan”) by the Lenders providing and Eligible Assignees participating in such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if increase in accordance with the terms of such Incremental TL Facility (other than final maturity) are not this Section 2.15. Each notice from the same as Borrower pursuant to this Section 2.15 shall specify the terms identity of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any each Lender or any Person that would constitute an and each Eligible Assignee that it has or proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 11.06). Each designated existing Lender shall notify the Administrative Agent and the Borrower within 20 Business Days whether or not it agrees to provide all or a portion of such increase and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase; provided that (w) any . Any existing Lender offered or approached to provide all or a portion of the requested such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase offered to it. Any designated Lender not responding within such time period shall be deemed to have declined to participate in such increase, (x) no Person approached . Any Eligible Assignee providing any portion of such increase that is not an existing Lender 50 shall become a Lender without the written consent of pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (which consent a “New Lender Joinder Agreement”). The Administrative Agent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit notify the Borrower and each Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated Lenders’ responses to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders)request made hereunder.

Request for Increase. Provided there exists Borrower may at any time prior to the applicable Maturity Date, so long as, no DefaultEvent of Default shall have occurred and be continuing (subject in the case of any New Term Loan Commitments (as defined below) established in connection with a Limited Condition Transaction to Section 1.9), upon written request (i) increases of the Revolving Commitment (any such increase, the “New Revolving Commitments”) and/or (ii) the establishment of one or more new term loan commitments (the “New Term Loan Commitments” and, together with the New Revolving Commitments, the “New Commitments”) by notice to the Administrative AgentAgent in writing of the amount of such proposed increase (such notice, a “Commitment Increase Notice”) (which shall promptly notify the Borrower may from time Lenders being requested); provided, however, that any such request pursuant to time a Commitment Increase Notice (x) shall be in the minimum amount of $10,000,000 and the aggregate principal amount of New Commitments on and after the Closing Date, request an increase in Date shall not exceed the aggregate amount New Commitment Cap and (y) may only be exercised five (5) times by Borrower during the term of this Agreement. Each such notice shall specify (A) the Facilities to an amount not exceeding $1,250,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility date (each such increaseeach, an “Incremental Revolving Increase”), requesting an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 IncreaseIncreased Amount Date”) on which Borrower proposes that the New Revolving Commitments or establishing New Term Loan Commitments, as applicable, shall be effective, which shall be a new date not less than 10 Banking Days after the date on which such notice is delivered to the Agent (or increasing such lesser period of time as may be agreed to by the Agent) and (B) the identity of each Lender or other Person that is an existingEligible Assignee (each, a “New Revolving Loan Lender” or “New Term Loan Lender”, as applicable) tranche to whom Borrower proposes any portion of pari passu term loans such New Revolving Commitments or New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred but no Lender is obligated to as “Incremental Facilities”accept such allocation); provided that (i) Borrower may, in its sole discretion, offer to any such request for an increase shall be existing Lender the opportunity to participate in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that (w) any such New Commitments and any such Lender offered or approached to provide all or a portion of the requested increase New Commitments may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders)New Commitment.

Request for Increase. Provided there exists no Default, upon The Borrower may by written notice to the Administrative AgentAgent request, the Borrower may from time to time after the Closing Datetime, request an to increase in the aggregate principal amount of the Facilities to an amount not exceeding $1,250,000,000 650,000,000 through one or more increases in the aggregate after giving effect to such increase by requesting an increase in the existing Revolving Credit Facility Commitments (each such increaseeach, an “Incremental Revolving IncreaseCommitment”), requesting an increase ) and/or increases in the principal amount of the Term A-1 Facility Loan (each such increaseeach, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental FacilitiesCommitment”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser 50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the increases Facilities set forth above (or such lesser amount as the Borrower above) and the Administrative Agent may agree), (ii) the written consent Borrower may make a maximum of three such requests. Each notice from the Borrower pursuant to this Section 2.15 shall specify (i) the date on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii“Notice Period”) and (ivii) the identity of the second proviso each Lender and each other Eligible Assignee to Section 11.01, be on terms agreed to by whom the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including proposes any available extension option) of any then existing Facility and (y) if the terms portion of such Incremental TL Facility (other than final maturity) are not Commitments be allocated and the same as the terms amount of the Incremental Revolving Commitment and/or Incremental Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, Commitment being requested from each such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an and Eligible Assignee to provide all or a portion of the requested increaseAssignee; provided that (w) any existing Lender offered or approached to provide all or a portion of the requested increase Incremental Commitments may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached Incremental Commitment and any Lender not responding within the Notice Period shall become a Lender without the written consent of the be deemed to have declined to provide such Incremental Commitment. The Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender thereafter determine the opportunity to provide any portion of a requested increase. At effective date (each an “Increase Effective Date”) and the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery final allocation of such notice to such Lenders)Incremental Commitments among the Lenders and Eligible Assignees.

Request for Increase. Provided there exists no Default, without the consent of the Lenders and upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower may from time to time after the Closing Datetime, request an increase in the aggregate amount Aggregate Credit Facility Amount (as determined by the Borrower but subject to the approval of the Facilities Administrative Agent (such approval not to be unreasonably withheld, delayed or conditioned)) by an amount that will not exceeding $1,250,000,000 in cause the aggregate after giving effect to such increase by requesting an increase in the Revolving Aggregate Credit Facility Amount to be greater than the sum of (each such increasei) the Aggregate Credit Facility Amount on the Closing Date, an “Incremental Revolving Increase”), requesting an increase in the Term A-1 Facility plus (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”ii) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental Facilities”)$300,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser other amount as the Borrower and agreed to by the Administrative Agent Agent). Such increase in the Aggregate Credit Facility Amount may agree), be utilized by requesting either (i) additional Revolving Credit Commitments or (ii) the written consent making of the Administrative Agent additional Term Loans (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental in one or more tranches of Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheldLoans), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its such notice, the Borrower shall specify the nature of such increase (either as a Revolving Credit Commitment or as Term Loans (in one or more tranches of Term Loans)) and may request all or part of such increase from the existing Lenders and, if it does so, shall specify (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such the Lenders). In the event that the Borrower elects to request such increase as Term Loans, the Borrower (in consultation with the Administrative Agent) shall notify the Lenders of the material terms of the Term Loans, including the proposed pricing, maturity, amortization schedule, maximum number of Interest Periods, permitted Types of Term Loans and other terms customary for Term Loans, provided, however that (A) the maturity date for such Term Loans shall not be prior to the Maturity Date with respect to the Revolving Credit Facility and (B) such Term Loans not require prepayment other than (i) as otherwise required pursuant to this Agreement and (ii) scheduled amortization in excess of 5% of the aggregate initial principal amount of such Term Loans per annum.

Request for Increase. Provided there exists no Default or Event of Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower Borrowers may from time to time after the Closing Date, request an increase in Revolving Commitments of up to $320,000,000, which increase may be allocated (x) to the aggregate amount then existing Revolving Commitments, (y) as a new revolving tranche having the same terms (excluding pricing, commitment fee amounts, a later dated final maturity, other terms relating to the separate nature of such tranche and/or separate letter of credit or swingline subfacilities) then applicable to the Facilities Revolving Commitments then in effect, or (z) any combination thereof satisfactory to an amount not exceeding $1,250,000,000 in Administrative Agent and the aggregate Revolving Lenders and/or Eligible Assignees (as applicable) providing such increase; provided that, after giving effect to such increase by requesting an increase increase, the Revolving Commitments (including any new revolving tranche) shall not exceed $500,000,000 in the Revolving Credit Facility (each such increaseaggregate, an “Incremental Revolving Increase”), requesting an increase in and that the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental Facilities”)Aggregate Commitments shall not exceed $850,000,000; provided further that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase20,000,000. At the time of sending its such notice, the Borrower Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Lenders unless Administrative Agent consents in writing to a shorter time period). Such notice shall indicate the proposed Applicable Revolving Rate (or other applicable interest rate margins) for such Lenders)new Revolving Commitments or revolving tranche. In the event new Revolving Commitments are to be provided, no consent of any Lender shall be required in connection with the issuance of any such new Revolving Commitments, regardless of if the Applicable Revolving Rate (or other applicable interest rate margins) for such new Revolving Commitments or Revolving Loans is less than or greater than that for any other Revolving Commitments or Revolving Loans hereunder.

Request for Increase. Provided there exists no Default, upon The Borrower may by written notice to the Administrative AgentAgent request, the Borrower may from time to time after the Closing Datetime, request an to increase in the aggregate principal amount of the Facilities to an amount not exceeding $1,250,000,000 650,000,000750,000,000 through one or more increases in the aggregate after giving effect to such increase by requesting an increase in the existing Revolving Credit Facility Commitments (each such increaseeach, an “Incremental Revolving IncreaseCommitment”), requesting an increase ) and/or increases in the principal amount of the Term A-1 Facility Loan (each such increaseeach, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental FacilitiesCommitment”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser 50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the increases Facilities set forth above (or such lesser amount as the Borrower above) and the Administrative Agent may agree), (ii) the written consent Borrower may make a maximum of three such requests. Each notice from the Borrower pursuant to this Section 2.15 shall specify (i) the date on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii“Notice Period”) and (ivii) the identity of the second proviso each Lender and each other Eligible Assignee to Section 11.01, be on terms agreed to by whom the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including proposes any available extension option) of any then existing Facility and (y) if the terms portion of such Incremental TL Facility (other than final maturity) are not Commitments be allocated and the same as the terms amount of the Incremental Revolving 64917431 Commitment and/or Incremental Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, Commitment being requested from each such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an and Eligible Assignee to provide all or a portion of the requested increaseAssignee; provided that (w) any existing Lender offered or approached to provide all or a portion of the requested increase Incremental Commitments may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached Incremental Commitment and any Lender not responding within the Notice Period shall become a Lender without the written consent of the be deemed to have declined to provide such Incremental Commitment. The Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender thereafter determine the opportunity to provide any portion of a requested increase. At effective date (each an “Increase Effective Date”) and the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery final allocation of such notice to such Lenders)Incremental Commitments among the Lenders and Eligible Assignees.

Request for Increase. Provided there exists no Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower may from time to time on or after the Closing Date, request an increase in the aggregate amount of the Facilities Aggregate Commitments to an amount not exceeding $1,250,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental Facilities”)70,000,000105,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (10,000,000 or such lesser other amount as the Borrower and the Administrative Agent may agree), (ii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Each notice from the Borrower may approach any pursuant to this Section 2.14(a) shall specify the identity of each Lender or any Person that would constitute an and each Eligible Assignee that it has or proposes to approach to provide all or a portion of such increase (subject in each case to any requisite consents required under Section 10.06). Each designated existing Lender shall notify the Administrative Agent and the Borrower within 10 Business Days whether or not it agrees to provide all or a portion of such increase and, if so, whether by an amount equal to, greater than, or less than, its Applicable Percentage of such requested increase; provided that (w) any . Any existing Lender offered or approached to provide all or a portion of the requested such increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached increase offered to it. Any designated Lender not responding within such time period shall be deemed to have declined to increase its Commitment. Any Eligible Assignee providing any portion of such increase that is not an existing Lender shall become a Lender without the written consent of pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (which consent a “New Lender Joinder Agreement”). The Administrative Agent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit notify the Borrower and each Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated Lenders’ responses to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders)request made hereunder.

Request for Increase. Provided there exists no Default or Event of Default, upon written notice to the Administrative AgentAgent (which shall promptly notify the Lenders), the Borrower Borrowers may from time to time after the Closing Date, request an increase in the aggregate amount Aggregate Commitments (which may be, at the option of the Facilities to an amount Borrowers, Revolving Commitments and/or Term Loan Commitments) such that the Aggregate Commitments do not exceeding exceed $1,250,000,000 in the aggregate 1,300,000,000 after giving effect to such increase by requesting an increase in the Revolving Credit Facility (each such increase, an “Incremental Revolving Increase”), requesting an increase in the Term A-1 Facility (each such increase, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an “Incremental TL Facility”; each Incremental TL Facility, Incremental Revolving Increase, Incremental Term A-1 Increase and Incremental Term A-2 Increase are collectively referred to as “Incremental Facilities”); provided that (i) however, any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii) and (iv) of the second proviso to Section 11.01, be on terms agreed to by the Borrower and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an Eligible Assignee to provide all or a portion of the requested increase; provided that (w) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached shall become a Lender without the written consent of the Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase25,000,000. At the time of sending its such notice, the Borrower Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such the Lenders). Such notice shall indicate the Applicable Term Rate or Applicable Revolving Rate (or other applicable interest rate margins) for such new Term Loan Commitments or Revolving Commitments, as applicable. In the event new Term Loan Commitments or Revolving Commitments are to be provided, no consent of any Lender shall be required in connection with the issuance of any such new Term Loan Commitments or Revolving Commitments, regardless of if the Applicable Term Rate or Applicable Revolving Rate (or other applicable interest rate margins) for such new Term Loan Commitments or Term Loans or Revolving Commitments or Revolving Loans is less than that for any other Term Loan Commitments or Term Loans or Revolving Commitments or Revolving Loans hereunder.

Request for Increase. Provided there exists no Default, upon The Borrower may by written notice to the Administrative AgentAgent request, the Borrower may from time to time after the Closing Datetime, request an to increase in the aggregate principal amount of the Facilities to an amount not exceeding $1,250,000,000 900,000,000 through one or more increases in the aggregate after giving effect to such increase by requesting an increase in the existing Revolving Credit Facility (each such increaseeach, an “Incremental Revolving IncreaseCommitment”), requesting an increase ) and/or increases in the principal amount of the Term A-1 Facility Loan (each such increaseeach, an “Incremental Term A-1 Increase”), requesting an increase in the Term A-2 Facility (each such increase, an “Incremental Term A-2 IncreaseCommitment”) and/or the addition of one or establishing a more new (or increasing an existing) tranche of pari passu tranches of term loans (each an “Incremental TL Term Loan Facility”; each Incremental TL Term Loan Facility, Incremental Revolving Increase, Incremental Term A-1 Increase Commitment and Incremental Term A-2 Increase Commitment are collectively referred to as “Incremental FacilitiesCommitments”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser 50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the aggregate limit in respect of the increases Facilities set forth above (or such lesser amount as the Borrower above) and the Administrative Agent may agree), (ii) the written consent Borrower may make a maximum of three such requests. Each notice from the Borrower pursuant to this Section 2.15 shall specify (i) the date on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Administrative Agent (which consent shall not be unreasonably withheld) shall be required for any such increase, (iii) all Incremental Revolving Increases, Incremental Term A-1 Increases and Incremental Term A-2 Increases shall be on the same terms as the Facility being increased and (iv) all incremental commitments and loans provided as part of an Incremental TL Facility shall, subject to clauses (iii“Notice Period”) and (ivii) the identity of the second proviso each Lender and each other Eligible Assignee to Section 11.01, be on terms agreed to by whom the Borrower proposes any portion of such 72 Incremental Commitments be allocated and the Lenders providing such Incremental TL Facility, provided, that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any available extension option) of any then existing Facility and (y) if the terms amount of such Incremental TL Facility (other than final maturity) are not the same as the terms of the Term A-1 Facility, the Term A-2 Facility or a then existing Incremental TL Facility, Commitments being requested from each such new Incremental TL Facility shall be on terms reasonably acceptable to the Administrative Agent. The Borrower may approach any Lender or any Person that would constitute an and Eligible Assignee to provide all or a portion of the requested increaseAssignee; provided that (w) any existing Lender offered or approached to provide all or a portion of the requested increase Incremental Commitments may elect or decline, in its sole discretion, to provide all or a portion of such increase, (x) no Person approached Incremental Commitment and any Lender not responding within the Notice Period shall become a Lender without the written consent of the be deemed to have declined to provide such Incremental Commitment. The Administrative Agent (which consent shall not be unreasonably withheld), if such consent would be required for such Person to be an assignee of a Revolving Credit Commitment or a Revolving Credit Loan pursuant to Section 11.06(b)(iii)(B), (y) no Person approached shall become a Revolving Credit Lender without the written consent of the L/C Issuers and the Swing Line Lender and (z) the Borrower shall not be obligated to offer any existing Lender thereafter determine the opportunity to provide any portion of a requested increase. At effective date (each an “Increase Effective Date”) and the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery final allocation of such notice to such Lenders)Incremental Commitments among the Lenders and Eligible Assignees.