Common use of Commitment Increase Clause in Contracts

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i) On any date prior The Borrower may, by giving at least 15 Business Days’ notice to the latest Termination DateAdministrative Agent, propose that the Borrowers may Aggregate Facility Amount be increased (each such proposed increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, being a “Commitment Increase”) by designating ), through an increase of the Commitment of one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in and/or the case addition of any other Person one or an Affiliate of a Lender more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Additional Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to become a party to this Agreementthe Commitment Termination Date; provided that the following limitations shall apply: (iA) each Additional the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be acceptable to no less than $100,000,000, (C) the Administrative AgentAggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and each Increasing Lender and each Additional Lender warranties in Article V shall be acceptable to the Fronting Banks, (ii) the allocations true in all material respects on and as of the Commitment Increase among Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimitsole discretion. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i) On any date prior From time to time after the latest Termination Closing Date, the Borrowers Revolving Commitments may increase be increased (but in no event in excess of $50,000,000 in the aggregate amount of the Commitments by an amount not less than $50,000,000 for any all such increase but not more than $500,000,000 increases) (the “Maximum Accordion AmountCommitment Increase Cap”) for all such increases that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”) by designating one or more at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met: (a) no Default or Event of Default shall exist or would result from such Commitment Increase; (b) no Commitment Increase may be in an amount less than $10,000,000; (c) no existing Lenders Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase; (d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or one or more Affiliates thereof a portion of the Commitment Increase (each such Lender, a “New Lender”); (e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and (f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of whichcorporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in its sole discretionconnection with such Commitment Increase, may determine whether and to what degree to participate (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) or one or more other agreed to by Borrower and payable to such Persons that at in connection with such Commitment Increase and (vi) evidence of the time agreesatisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any existing Lender, to increase its Commitment (an “Increasing Lender”new Lenders) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable make payments to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borroweragrees, and (iii) the amount upon receipt of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant all such payments, to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of disburse such notice amounts to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating so that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in thereto the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt Revolving Loans will be held by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each BorrowerRevolving Lenders (including, in each casewithout limitation, certifyingany new Lenders), with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders pro rata in accordance with their respective Commitments the Pro Rate Percentages hereunder (after giving effect to such the applicable Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateterms and conditions set forth herein, the Borrowers may increase Borrower shall have the aggregate amount right, without the consent of the Lenders, to cause an increase in the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 of the Lenders (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating adding to this Agreement one or more of additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the existing Lenders Administrative Agent, the Swingline Lender and each Issuing Bank (not to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, Lenders to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreementtheir respective Commitments; provided that (i) each Additional Lender no Event of Default shall have occurred and be acceptable to continuing as of the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banksrelevant Commitment Increase Effective Date, (ii) the allocations of the no such Commitment Increase among the Increasing Lenders shall be determined by less than $25,000,000, unless the Administrative Agent in consultation with each Borrower, and otherwise consents to a smaller amount (iii) the aggregate amount of the all such Commitment of each Additional Lender Increases shall not exceed $750,000,000, (iv) no Lender’s Commitment shall be less than $5,000,000. The sum of the increases increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), (v) upon any increase in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b2.02, the Multicurrency Commitments of the Lenders shall be adjusted to reflect all Lenders’ (including any CI Lender’s) to Applicable Percentage of the Administrative AgentMulticurrency Commitments at such time and (vi) if, which shall promptly provide a copy on the effective date of such notice increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the Lenders and reallocation of such outstanding Loans; provided further that no Commitment Increase shall increase the Fronting BanksAlternative Currency LC Sublimit or the total Multicurrency Commitments without the consent of each Lender. (iib) Any The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase shall become effective upon specify (Ai) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of an agreement such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of all Commitment Increases does not exceed the amount set forth in form subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and substance satisfactory (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date. (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent signed by such CI Lender’s New Funds Amount, which amount (A) shall be denominated in the same currency as such outstanding Loans and (B) for each Borrower, each Increasing Lender and each Additional such CI Lender, setting forth the new Commitment of each shall constitute Loans made by such Lender and setting forth the agreement of each Additional CI Lender to become a party the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount (A) shall be denominated in the same currency as such outstanding Loans and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by for each Lender of the Advance(s) to be such Lender, shall constitute Loans made by each such Lender described in paragraph to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) below, (C) receipt by the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a certificate Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the statements contained aggregate Commitments after giving effect to any Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in which shall be true) the aggregate principal amount of an Authorized Officer Loans as a result of each Borrower stating that both before and borrowings made after giving effect to such Commitment Increase on such Commitment Increase Effective Date); (1ii) no Event “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and whose relative percentage of the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to Commitments shall be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (reduced after giving effect to such Commitment Increase). Prepayments made under this paragraph ; and (iii) shall not be subject to “Reduction Amount” means the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of any Commitment Increase and Effective Date (without regard to the making effect of any Advances borrowings made on such date pursuant Commitment Increase Effective Date after giving effect to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest Commitment Increase occurring on the Advances shall take into account the actual such Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncrease Effective Date).

Commitment Increase. (a) Borrower may by written notice to Agent, on no more than one occasion, elect to request the establishment of one or more new term loan commitments (the “New Term Loan Commitments”), (i) On any date prior to the latest Termination Date, the Borrowers may increase the in an aggregate amount equal to (A) the Wachovia Pay Down Amount less (B) all Pro Rata Share payments of principal that would have been payable to Wachovia Bank, National Association since the date of the Commitments by an amount Wachovia Non Pro Rata Pay Down had the Wachovia Non Pro Rata Pay Down not occurred and (ii) not less than $50,000,000 for any 1,000,000 individually (or such increase but not more than $500,000,000 lesser amount which shall be approved by Agent). Such notice shall specify (A) the date (the “Maximum Accordion AmountIncreased Amount Date”) for all on which Borrower proposes that the New Term Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such increases notice is delivered to Agent and (any such increaseB) the identity of each Lender or other Person that is an Assignee under Section 11.11 of this Agreement (each, a “Commitment IncreaseNew Term Loan Lender”) by designating one to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or more a portion of the existing Lenders New Term Loan Commitments may elect or one or more Affiliates thereof (each of whichdecline, in its sole discretion, may determine whether and to what degree to participate in provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this AgreementIncreased Amount Date; provided that (i1) each Additional Lender no Default or Event of Default shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of exist on such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both Increased Amount Date before and or after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and New Term Loan Commitments, as applicable; (2) all representations the Wachovia Non Pro Rata Pay Down shall have occurred; (3) Borrower and warranties made by such Borrower its Subsidiaries shall be in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate pro forma compliance with each of the Secretary or an Assistant Secretary of each Borrower, covenants set forth in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions Section 8 as of the Board last day of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (most recently ended Fiscal Quarter after giving effect to such Commitment Increase). Prepayments made under New Term Loan Commitments; (4) the Agent shall have received amendments to this paragraph (iii) shall not be subject to Agreement, a joinder agreement for any New Term Loan Lender and all other promissory notes, agreements, documents and instruments requested by the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to Agent in its reasonable discretion evidencing and setting forth the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments conditions of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeNew Term Loan Commitments.

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateterms and conditions set forth herein, the Borrowers may increase Borrower shall have the aggregate amount right, without the consent of the Banks but with the prior approval of the Administrative Agent and each L/C Issuer (such approval not to be unreasonably withheld, delayed or conditioned), to cause from time to time and at any time an increase in the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 of the Banks (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating adding to this Agreement one or more of the existing Lenders additional financial institutions that is not already a Bank hereunder (each a “CI Bank”) or by allowing one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, Banks to increase its Commitment (an “Increasing Lender”) andtheir respective Commitments; provided, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided however that (i) each Additional Lender no Event of Default shall have occurred which is then continuing, (ii) no such Commitment Increase shall cause the Total Facility Amount to exceed $3,000,000,000, (iii) no Bank’s Commitment shall be acceptable increased without such Bank’s prior written consent (which consent may be given or withheld in such Bank’s sole and absolute discretion), and (iv) if, on the effective date of such increase, any Advances have been made, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Advances. (b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative AgentAgent (a “Notice of Commitment Increase”) in the form of Exhibit F attached hereto. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, and each Increasing Lender and each Additional Lender which date shall be acceptable to no earlier than five (5) Business Days after receipt by the Fronting BanksAdministrative Agent of such Notice of Commitment Increase, (ii) the allocations amount of the requested Commitment Increase, (iii) the identity of each CI Bank or Bank (or any combination thereof) that has agreed in writing to increase its Commitment hereunder and (iv) the amount of the respective Commitments of the then existing Banks that are increasing their respective Commitments and the CI Banks from and after the Commitment Increase among Effective Date (as defined below). If the Increasing Lenders Administrative Agent and each L/C Issuer approve such CI Bank (such approval not to be unreasonably withheld or delayed) and consent to such Commitment Increase (such consent not to be unreasonably withheld or delayed), all such Persons shall execute a counterpart to the Notice of Commitment Increase and such Commitment Increase shall be determined effective on the proposed effective date set forth in the Notice of Commitment Increase or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Advances outstanding as of such date, (i) each CI Bank shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Bank’s New Funds Amount (as defined below), which amount, for each such CI Bank, shall constitute Advances made by such CI Bank to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Bank (as defined below) its Reduction Amount (as defined below), which amount, for each such Reducing Percentage Bank (as defined below), shall constitute a prepayment by the Borrower pursuant to Section 2.10, ratably in consultation accordance with each Borrowerthe respective principal amounts thereof, of the principal amounts of all then outstanding Advances of such Reducing Percentage Bank, and (iii) the Borrower shall be responsible to pay to each Bank any breakage fees or costs in connection with the reallocation of any outstanding Advances. (d) For purposes of this Section 2.20 and Exhibit F, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Bank’s increased Commitment or a CI Bank’s Commitment (as applicable) represented as a percentage of the Total Facility Amount after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Advances immediately prior to giving effect to the Commitment Increase, if any, as of each Additional Lender shall not be less than $5,000,000. The sum of the increases a Commitment Increase Effective Date (without regard to any increase in the Commitments aggregate principal amount of the Increasing Lenders pursuant to this subsection (b) plus the Commitments Advances as a result of the Additional Lenders upon borrowings made after giving effect to the Commitment Increase shall on such Commitment Increase Effective Date); (ii) “Reducing Percentage Bank” means each then existing Bank immediately prior to giving effect to the Commitment Increase that does not exceed the amount increase its respective Commitment as a result of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender whose Pro Rata Share of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which Commitments shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (reduced after giving effect to such Commitment Increase). Prepayments made under this paragraph ; and (iii) shall not be subject “Reduction Amount” means the amount by which a Reducing Percentage Bank’s outstanding Advances decrease as of a Commitment Increase Effective Date (without regard to the notice requirements effect of Section 2.12. (iv) Notwithstanding any provision contained herein borrowings made on such Commitment Increase Effective Date after giving effect to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncrease).

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each BorrowerFE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, case certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower SublimitIncrease. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateterms and conditions set forth herein, the Borrowers may increase Borrower shall have the aggregate amount right, without the consent of the Lenders, to cause an increase in the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 of the Lenders (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating adding to this Agreement one or more of additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the existing Lenders Administrative Agent and each Issuing Bank (not to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, Lenders to increase its Commitment their respective Commitments with the consent of each Issuing Bank (an “Increasing Lender”) andnot to be unreasonably withheld, in the case of any other Person delayed or an Affiliate of a Lender (an “Additional Lender”conditioned), to become a party to this Agreement; provided that (i) each Additional Lender no Event of Default shall have occurred and be acceptable to continuing as of the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banksrelevant Commitment Increase Effective Date, (ii) the allocations of the no such Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $10,000,000 and in integral multiples of $5,000,000. The sum of the increases , (iii) no such Commitment Increase shall result in the Commitments Aggregate Commitment Amount exceeding $1,000,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), and (v) if, on the effective date of such increase, any Loans have been funded, then the Increasing Lenders Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to this subsection Section 2.16 in connection with the reallocation of such outstanding Loans. (b) plus The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy 2.02. Each such Notice of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon specify (Ai) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of an agreement such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of all Commitment Increases does not exceed the amount set forth in form subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and substance satisfactory (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (as defined below). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent signed by such CI Lender’s New Funds Amount, which amount, for each Borrower, each Increasing Lender and each Additional such CI Lender, setting forth the new Commitment of each shall constitute Loans made by such Lender and setting forth the agreement of each Additional CI Lender to become a party the Borrower pursuant to this Agreement and on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to be bound increase its Commitment shall, by all wire transfer of immediately available funds, deliver to the terms and provisions hereof binding upon Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, (B) the funding by each Lender of the Advance(s) to be shall constitute Loans made by each such Lender described in paragraph to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) below, (C) receipt by the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a certificate Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the statements contained aggregate Commitments after giving effect to any Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in which shall be true) the aggregate principal amount of an Authorized Officer Loans as a result of each Borrower stating that both before and borrowings made after giving effect to such Commitment Increase on such Commitment Increase Effective Date); (1ii) no Event “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and whose relative percentage of the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to Commitments shall be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (reduced after giving effect to such Commitment Increase). Prepayments made under this paragraph ; and (iii) shall not be subject to “Reduction Amount” means the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of any Commitment Increase and Effective Date (without regard to the making effect of any Advances borrowings made on such date pursuant Commitment Increase Effective Date after giving effect to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest Commitment Increase occurring on the Advances shall take into account the actual such Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncrease Effective Date).

Commitment Increase. (i) On any date prior By executing and delivering this Agreement, the Additional Lender hereby becomes a party to the latest Termination DateCredit Agreement as a Lender thereunder with the same force and effect as if originally named therein as a Lender and, without limiting the Borrowers may increase the aggregate amount generality of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for foregoing, hereby expressly assumes all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether obligations and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate liabilities of a Lender (thereunder. The Administrative Agent hereby approves the Additional Lender as an “Eligible Assignee. The Additional Lender”)Lender hereby extends to the Borrower, subject to become and on the terms and conditions set forth in the Credit Agreement, a party to Revolver Commitment in the amount of $20,000,000, from and after the Effective Date of this Agreement; provided , and agrees to perform in accordance with the terms thereof all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender thereunder. The Additional Lender represents and warrants that (i) each Additional Lender shall be acceptable to the Administrative Agentit has full power and authority, and each Increasing has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender and each Additional Lender shall be acceptable to under the Fronting BanksCredit Agreement, (ii) from and after the allocations Effective Date of this Agreement, it shall be bound by the provisions of the Commitment Increase among Credit Agreement as a Lender thereunder and shall have and perform all of the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrowerobligations of a Lender thereunder, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide it has received a copy of the Credit Agreement, together with copies of the most recent financial statements of the Borrower delivered pursuant to Section 5.01 of the Credit Agreement, as applicable, and such notice other documents and information as it has deemed appropriate to the Lenders make its own credit analysis and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory decision to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to enter into this Agreement and to be bound by all extend the Revolver Commitment to the Borrower pursuant to the terms of the Credit Agreement, on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent or any other Lender. The Additional Lender agrees that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions and analysis in taking or not taking action under the Credit Agreement or any other Loan Documents. Cadence Bank hereby extends to the Borrower, subject to and on the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or conditions set forth in the case Credit Agreement, a Revolver Commitment in the amount of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary$22,500,000, from and after the date Effective Date of any this Agreement, and agrees to perform in accordance with the terms thereof all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender thereunder. The Required Lenders hereby waive the requirement set forth in Section 2.14(d)(i)(F) for a legal opinion in connection with the Commitment Increase and contemplated by this Agreement. The Required Lenders hereby waiver the making of any Advances on such date pursuant to paragraph requirement set forth in Section 2.14(a) for a ten (iii10) above, all calculations and payments of days notice period in connection with the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncrease.

Commitment Increase. (a) Each Increasing Lender hereby agrees to increase the amount of its (i) On any date Revolving Commitment under the Credit Agreement by the amount shown as its “Revolving Commitment Increase” on Annex A attached hereto and (ii) Term Loan Commitment under the Credit Agreement by the amount shown as its “Term Loan Commitment Increase” on Annex A attached hereto. (b) Each Increasing Lender acknowledges and agrees that the respective Revolving Commitments and Term Loan Commitments of such Lender and the other Lenders under the Credit Agreement are several and not joint commitments and obligations of such Lenders. Each Increasing Lender further acknowledges and agrees that Schedule II hereto sets forth for such Lender its Revolving Commitment and its Term Loan Commitment under the Credit Agreement immediately after to giving effect to this Amendment. (c) Upon this Amendment becoming effective (x) with respect to the Existing Term Loans and the Revolving Loans outstanding under the Credit Agreement immediately prior to the latest Termination Datethis Amendment becoming effective, the Borrowers may increase the aggregate amount Increasing Lenders that are providing Commitment Increases such that after giving effect to this Amendment their ratable portion of the Commitments by an amount not shall be less than $50,000,000 for any such increase but not more than $500,000,000 their ratable portions immediately prior to this Amendment (the “Maximum Accordion AmountNon-Pro Rata Increasing Lenders”) for all shall assign to each Increasing Lender that is providing a Commitment Increase such increases (any such increase, a “Commitment Increase”) by designating one or more that after giving effect to this Amendments its ratable portion of the existing Lenders or one or more Affiliates thereof Commitments shall be greater than its ratable portion immediately prior to this Amendment (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Incremental Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional LenderLenders”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Incremental Increasing Lenders shall purchase from the Non-Pro Rata Increasing Lenders, at the principal amount thereof (together with accrued interest), such interest in the Existing Term Loans and such outstanding Revolving Loans as shall be determined by necessary in order that after giving effect to all such assignments and purchases, the Administrative Agent Lenders shall hold the Existing Term Loans and such Revolving Loans ratably in consultation with each Borrowerproportion to their respective First Amendment Additional Term Loan Commitments and Revolving Commitments, as applicable, as set forth on Schedule II after giving effect to this Amendment and (iiiy) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding participations held by each Lender in each Letter of the Advance(s) to be made by Credit and each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which Swingline Loan then outstanding shall be true) of an Authorized Officer of each Borrower stating that both before and adjusted automatically such that, after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in adjustments, the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, Lenders shall hold participations in each case, certifying, with respect such Letter of Credit and Swingline Loan in proportion to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required their respective Revolving Commitments as set forth on Schedule II after giving effect to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimitthis Amendment. (iiid) Upon On the effective date of any Commitment Increasehereof, each Lender shall make a Term Loan to the Borrowers shall prepay the outstanding Advances (if any) Borrower in full, and shall simultaneously make new Advances hereunder in an a principal amount equal to the First Amendment Additional Term Loan Commitment of such prepaymentLender. The Lenders hereby waive any Notice of Term Borrowing that the Borrower may be required to deliver under Section 2.5 of the Credit Agreement or any other provision thereof with regard to the Term Loan to be made on the date hereof. (e) Immediately after this Amendment becomes effective, so that, after giving effect thereto, the Advances are held ratably by certain assignments will be made among the Lenders in accordance with their respective Commitments (so that the final allocations of each Lender after giving effect to such Commitment Increase). Prepayments made under assignments will be as set forth on Annex B to this paragraph (iii) shall not be subject to the notice requirements of Section 2.12Amendment. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (ia) On any date Each Increasing Lender hereby agrees to increase the amount of its Revolving Commitment under the Credit Agreement by the amount shown as its “Revolving Commitment” on Annex A attached hereto. (b) Each Increasing Lender acknowledges and agrees that the respective Revolving Commitments of such Increasing Lender and the other Lenders under the Credit Agreement are several and not joint commitments and obligations of such Lenders. Each Lender further acknowledges and agrees that Schedule 1 hereto sets forth for such Lender its Revolving Commitment under the Credit Agreement immediately after giving effect to this Amendment. (c) Upon this Amendment becoming effective (x) with respect to the Revolving Loans outstanding under the Credit Agreement immediately prior to the latest Termination Datethis Amendment becoming effective, the Borrowers may increase the aggregate amount Increasing Lenders that are providing Commitment Increases and purchasing and assuming Assigned Interests such that after giving effect to this Amendment their ratable portion of the Revolving Commitments by an amount not shall be less than $50,000,000 for any such increase but not more than $500,000,000 their ratable portions immediately prior to this Amendment (the “Maximum Accordion AmountNon-Pro Rata Increasing Lenders”) for all shall assign to each Increasing Lender that is providing a Commitment Increase and purchasing and assuming Assigned Interests such increases (any such increase, a “Commitment Increase”) by designating one or more that after giving effect to this Amendment its ratable portion of the existing Lenders or one or more Affiliates thereof Revolving Commitments shall be greater than its ratable portion immediately prior to this Amendment (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Incremental Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional LenderLenders”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Incremental Increasing Lenders shall purchase from the Non-Pro Rata Increasing Lenders, at the principal amount thereof (together with accrued interest), such outstanding Revolving Loans as shall be determined by necessary in order that after giving effect to all such assignments and purchases, the Administrative Agent Lenders shall hold such Revolving Loans ratably in consultation with each Borrowerproportion to their respective Revolving Commitments, as set forth on Schedule 1 after giving effect to this Amendment and (iiiy) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding participations held by each Lender in each Letter of the Advance(s) to be made by Credit and each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which Swingline Loan then outstanding shall be true) of an Authorized Officer of each Borrower stating that both before and adjusted automatically such that, after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in adjustments, the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, Lenders shall hold participations in each case, certifying, with respect such Letter of Credit and Swingline Loan in proportion to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required their respective Revolving Commitments as set forth on Schedule 1 after giving effect to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimitthis Amendment. (iiid) Upon the effective date of any Commitment IncreaseImmediately after this Amendment becomes effective, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by certain assignments will be made among the Lenders in accordance with their respective so that the final allocations of Revolving Commitments (of each Lender after giving effect to such Commitment Increase). Prepayments made under assignments will be as set forth on Schedule 1 to this paragraph (iii) shall not be subject to the notice requirements of Section 2.12Amendment. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (ia) On The Borrowers may at any date prior time or from time to time after the Effective Date (but no more than twice in any calendar year), by notice to the latest Termination DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any each such increase, a “Commitment Increase”) by designating one ); provided that upon the effectiveness of any Incremental Amendment (as defined below), no Default or more Event of Default shall have occurred and be continuing and each Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increases shall not exceed $125,000,000. Each notice from the Borrowers pursuant to this Section 2.19 shall set forth the requested amount of the relevant Commitment Increase. Commitment Increases may be provided by any existing Lenders or one or more Affiliates thereof Lender (each it being understood that no existing Lender will have an obligation to provide a portion of which, in its sole discretion, may determine whether and to what degree to participate in such any Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of by any other Person or an Affiliate of a Lender Eligible Assignee (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations any required approval of the Commitment Increase among the Increasing Lenders shall be determined such Eligible Assignee by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than unreasonably withheld or delayed, and the commitment of any such Eligible Assignee to the relevant Commitment Increase is at least $5,000,000). The sum Commitments in respect of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase Increases shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects Commitments (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to Schedule I (with a joinder agreement in the case of any representation or warranty already qualified by materialityEligible Assignee providing any portion of such Commitment Increases), true and correct in all respects) and (D) receipt executed by the Administrative Agent of a certificate Agent, each Lender and Eligible Assignee that is in each case agreeing to provide any portion of the Secretary relevant Commitment Increase, and the Borrowers. Any such Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or an Assistant Secretary appropriate (including any increase in the Applicable Margin and the fees set out in Sections 2.09), provided that any such increase shall apply to and be for the benefit of all the Lenders), in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.19. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors conditions set forth in Section 3.02 (or appropriate committee thereof) it being understood that all references to “the date of such Borrower approving Borrowing, issuance or renewal” or similar language in such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required Section 3.02 shall be deemed to be obtained by refer to in such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon instance to the effective date of such Incremental Amendment). The Borrowers may use Commitment Increases for any purpose not prohibited by this Agreement. (b) Upon each increase in the Commitments pursuant to this Section 2.19, (x) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Commitment Increase, the Borrowers shall prepay the outstanding Advances Increase (if anyeach a “Commitment Increase Lender”) in fullrespect of such increase, and shall simultaneously make new Advances each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in an amount equal to outstanding Letters of Credit such prepayment, so that, after giving effect theretoto each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment and (y) if, on the date of such increase, there are any Advances are held ratably outstanding, portions of such Advances shall on the date of the effectiveness of such Commitment Increase be prepaid with the proceeds of additional Advances made by the Commitment Increase Lenders in accordance with their respective (such that after giving effect to such prepayment, the percentage of the Advances held by each Lender will equal the percentage of the aggregate Commitments (of all Lenders represented by such Lender’s Commitment after giving effect to such Commitment Increase), which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender in accordance with Section 10.04(d). Prepayments made The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Except as permitted under this paragraph Section 2.19(a) with respect to any increase in Applicable Margin and fees, the terms and conditions of such Commitment Increases (iiiincluding pricing and maturity date) shall not be subject identical to those applicable to the notice requirements Commitments immediately prior to the effectiveness of such Commitment Increases, and the applicable commitments to the relevant Commitment Increase shall, upon the effectiveness of the relevant Commitment Increase, constitute Commitments hereunder. This Section 2.12. (iv) Notwithstanding 2.19 shall supersede any provision contained herein provisions in Section 2.14 or 10.01 to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i) On The Borrower may, at any date prior time and from time to the latest Termination Datetime, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more frequently than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increasetwice annually, a “Commitment Increase”) add additional financial institutions as Lenders under this Agreement and/or, by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of agreement with any existing Lender, to increase its the Revolving Credit Commitment (an “Increasing Amount of such existing Lender”) and, in and the case Revolving Credit Aggregate Commitment shall thereby be increased by the amounts of the Revolving Credit Commitment Amount of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to such additional Lenders and/or the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum amounts of the increases in the Commitments Revolving Credit Commitment Amount of any such existing Lenders, provided that: (a) No Default or Event of Default shall have occurred and be continuing at the Increasing Lenders pursuant to this subsection time of any such addition of a new Lender and/or increase in the Revolving Credit Commitment Amount of an existing Lender; (b) plus the Commitments of the Additional Lenders upon After giving effect to any such addition of a new Lender and/or increase in the Revolving Credit Commitment Increase Amount of an existing Lender, the Revolving Credit Aggregate Commitment shall not exceed be greater than US$60,000,000; (c) The Agent, Issuing Lender and Swing Line Lender shall have consented, acting reasonably, to the amount identity and allocation of any such new Lender or to the allocation to any existing Lender resulting in an increased Revolving Credit Commitment Amount to such Lender; (d) Any fees or other compensation payable to a new Lender (including facility or upfront fees) shall not be greater (in absolute terms or as a percentage) than the equivalent fees or other compensation paid to the existing Lenders in connection with their Commitments; (e) The Borrower shall have delivered to the Agent: (i) A certificate signed by a Responsible Person on behalf of the Borrower, effective as of the date of the increase in the Revolving Credit Aggregate Commitment Increase. The Borrowers shall provide prompt notice as contemplated herein, confirming and certifying (A) the accuracy of the statement in (a) above, (B) the resolutions of the Credit Parties and all other authorizations necessary to authorize the increase in the Revolving Credit Aggregate Commitment in the manner contemplated herein and the execution, delivery and performance by the Credit Parties of all Loan Documents required to give effect to same and the transactions contemplated thereby, and (C) no Governmental Approvals or other consents, approvals or authorizations of any proposed other Person are required for such increase in the Revolving Credit Aggregate Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders (except as have been obtained and the Fronting Banks.are in full force and effect); and (ii) Any Commitment Increase shall become effective upon (A) Such Loan Documents as the receipt by Agent may reasonably require to give effect to the Administrative Agent increase in the Revolving Credit Aggregate Commitment, together with a legal opinion of an agreement in form and substance counsel for the Credit Parties satisfactory to the Administrative Agent signed by each Borrowerwith respect to any Loan Document executed in connection with the increase in the Revolving Credit Aggregate Commitment and any Loan Documents executed in connection therewith. For greater certainty, each Increasing any Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become that becomes a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made this Section 2.2 shall be a “Lender” under this paragraph (iii) Agreement and shall not be subject to have all of the notice requirements rights and obligations of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase a “Lender” under this Agreement and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeother Loan Documents.

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers Borrower may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 250,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any 744224964 existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each the Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such the Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such the Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such the Borrower for such Commitment Increase and increase in its Borrower SublimitIncrease. (iii) Upon the effective date of any Commitment Increase, the Borrowers Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the 744224964 commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i) On At any date prior to time on or after the latest Termination Closing Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increaseEWI may, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable on written notice to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to increase the Fronting Banks, Multi-Currency Revolving Commitments and/or the USD Revolving Commitments (iithe “Commitment Increase”); provided that: (i) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the aggregate amount of loans and commitments for all Commitment Increases after the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase Closing Date hereunder shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.Five Hundred Million Dollars ($500,000,000); (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lenderno Default shall exist immediately before or immediately after giving effect thereto, (B) the funding by each Lender of Credit Parties shall be in compliance with the Advance(s) to be made by each such Lender described in paragraph (iii) belowfinancial covenants under Section 8.09 after giving effect thereto on a Pro Forma Basis, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower of each Credit Party contained in this Agreement are Article VI shall be true and correct in all material respects (or in the case of other than any representation or warranty already qualified by materialitymateriality or Material Adverse Effect, which shall be true and correct in all respectsrespects as so qualified) on and as of the date of such Commitment Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects as so qualified) as of such earlier date, and except that for purposes of this Section 2.01(d), the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.01, and (D) receipt the Credit Parties shall demonstrate compliance with the sizing condition for the Commitment Increase in clause (i) hereinabove; (iii) EWI will provide (A) a compliance certificate from a Responsible Officer confirming that no Default shall exist immediately before or immediately after giving effect to the Commitment Increase and demonstrating compliance with the financial covenants hereunder after giving effect to the Commitment Increase, and (b) supporting resolutions, legal opinions, promissory notes and other items as may be reasonably required by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase Lenders providing the commitments for the Commitment Increase; (iv) lenders providing loans and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower commitments for such Commitment Increase will provide a Lender Joinder Agreement which shall specify, inter alia, the applicable Tranche of Loans of Commitments and increase in its Borrower Sublimit.such other agreements reasonably acceptable to the Administrative Agent; and (iiiv) Upon upfront and/or arrangement fees, if any, in respect of the effective date of new commitments or loans so established, shall be paid. In connection with any Commitment Increase, (A) none of the Borrowers Lenders or their affiliates shall prepay have any obligation to provide commitments or loans for any Commitment Increase without their prior written approval, (B) neither the outstanding Advances (if any) in full, Administrative Agent nor any Arranger shall have any responsibility for arranging any such additional commitments without their prior written consent and shall simultaneously make new Advances hereunder in an amount equal subject to such prepaymentconditions, so thatincluding fee arrangements, after giving effect theretoas they may provide in connection therewith and (C) Schedule 2.01 will be deemed to be revised to reflect the Lenders, the Advances are held ratably by the Lenders in accordance with their respective Loans, Revolving Commitments (and pro rata shares after giving effect to such any Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i) On any date prior From time to time after the latest Termination Effective Date, the Borrowers Revolving Commitments may increase be increased (but in no event in excess of $75,000,000 in the aggregate amount of the Commitments by an amount not less than $50,000,000 for any all such increase but not more than $500,000,000 increases) (the “Maximum Accordion AmountCommitment Increase Cap”) for all such increases that the aggregate Revolving Commitments shall at no time exceed $325,000,000 (any such increase, a “Commitment Increase”) by designating one or more at the option of the existing Lenders or one or more Affiliates thereof (Borrower pursuant to delivery of written notice of a proposed Commitment Increase to the Administrative Agent if each of whichthe following conditions have been met: (i) no Event of Default shall exist; (ii) no Commitment Increase may be in an amount less than $10,000,000; (iii) the proposed Commitment Increase has been consented to in writing by Administrative Agent, in each Lender (if any) who is increasing its sole discretion, may determine whether and to what degree to participate in such Revolving Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of and/or any other Person bank or an Affiliate of a Lender (an “Additional Lender”), financial institution acceptable to the Borrower and the Administrative Agent that has agreed to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations in respect of all or a portion of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iiia “New Lender”); (iv) the amount of the proposed Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Increase, together with any prior Commitment Increase Increase, shall not exceed the amount Commitment Increase Cap; and (v) Administrative Agent shall have received amendments to this Agreement and the Loan Documents, joinder agreements for any New Lender, and, if requested, promissory notes, agreements, documents and instruments reasonably satisfactory to Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of the Commitment Increase. The Borrowers Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.02(b) shall provide prompt notice not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase pursuant and shall not constitute an amendment, modification or waiver subject to this Section 2.06(b9.02 and shall be effective as of the later of (i) to the Administrative Agent, which shall promptly provide a copy date specified in the Borrower’s notice of such notice to the Lenders proposed Commitment Increase and the Fronting Banks. (ii) Any Commitment Increase the date upon which the foregoing conditions shall become effective upon (A) the receipt have been satisfied or waived by the Lenders which have agreed to increase their Commitments, or by the Required Lenders in the case of a waiver of an Event of Default, as applicable. The Administrative Agent of an agreement in form shall notify the Borrower and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent effectiveness of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after any Commitment Increase. After giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers outstanding Revolving Loans may not be held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any New Lenders) shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, advances among themselves so that, that after giving effect thereto, thereto the Advances are Revolving Loans will be held ratably by the Revolving Lenders (including, without limitation, any New Lenders), pro rata in accordance with their respective Commitments the Applicable Percentage hereunder (after giving effect to such the applicable Commitment Increase). Prepayments Notwithstanding the provisions of Section 9.04, the advances so made under this paragraph (iii) by each Revolving Lender whose Applicable Percentage has increased shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the Revolving Lender or Revolving Lenders whose Applicable Percentage have decreased and shall not be subject to the notice requirements considered an assignment for purposes of Section 2.129.04. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. From time to time after the Closing Date, the Revolving Loan Commitments may be increased (but in no event in excess of $100,000,000 such that the aggregate Loan Commitments shall at no time exceed $735,000,000) at the option of the Borrowers pursuant to a proposed Commitment Increase if each of the following conditions have been met: (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount No Default or Event of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender Default shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.exist; (ii) Any No more than one Commitment Increase may be made in any twelve-month period and no Commitment Increase may be in an amount less than $50,000,000; (iii) Borrower Representative has forwarded to Agent a written offer (the "First Offer Requirement") to Lenders (which Agent shall become effective upon promptly forward to each Lender) to provide the proposed Commitment Increase. Each existing Lender shall have the right, but no obligation, to provide such additional Revolving Loan Commitment pro rata in accordance with such existing Lender's Revolving Loan Commitment Percentage within fourteen (A14) days following such notice and any portion of such requested Commitment Increase which is not provided by any such existing Lender shall be available to the receipt other existing Lenders and shall be allocated among other existing Lenders as Agent may determine. If existing Lenders elect not to provide the entire Commitment increase, such remaining Commitment Increase may be provided by any additional lending institution or institutions proposed by the Administrative Borrowers and which are approved by Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become which becomes a party to this Agreement pursuant to documentation reasonably acceptable to Agent and to be bound by all prepared at the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12.Borrowers' expense; (iv) Notwithstanding The proposed Commitment Increase has been consented to in writing by the Lenders whose increase in Revolving Loan Commitments, if any, in the aggregate equals such proposed Commitment Increase (it being understood and agreed that no Revolving Loan Commitment of a Lender may be increased hereunder without such Lender's written consent); (v) the proposed Commitment Increase, together with any provision contained herein prior Commitment Increase, shall not exceed the Commitment Increase Cap; and (vi) Agent shall have received amendments to this Agreement and the Loan Documents, joinders, Revolving Notes, and all other agreements, fee letters, documents and instruments reasonably satisfactory to Agent in its sole discretion evidencing and setting forth the conditions of the Commitment Increase. 1.1 to the contrary, from and Agreement after the date occurrence of a Qualifying Commitment Increase to reflect the then current Revolving Loan Commitments without the consent of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeLender.

Commitment Increase. (i) On any date prior The Borrower may from time to time, by written notice to the latest Termination DateRevolving Facility Agent (a “Commitment Increase Notice”), request increases in the Borrowers may Revolving Commitments and an equal increase in the aggregate amount Non-Fronting Limit of the Commitments by relevant Revolving Lender or other Person that is an amount not less than $50,000,000 for any such increase but not more than $500,000,000 Eligible Assignee (the “Maximum Accordion Amount”) for all such increases (any such increaseeach, a “Commitment Increase”) by designating one or more so long as the total amount of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether Working Capital Debt hereunder and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of under any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, Finance Document committed and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made ) does not exceed the sum of: (i) $250 million; plus (ii) the aggregate amount of working capital that the Borrower reasonably expects it will need to be available to the Development (including pursuant to letters of credit) in order to purchase, transport or store Gas and/or meet credit support requirements under this paragraph Gas purchase, transport or storage agreements in order to supply the LNG amounts contemplated under all LNG SPAs then in effect; plus (iii) shall not be subject an amount equivalent to the notice requirements then-applicable Reserve Amount required to be deposited into the Senior Debt Service Reserve Account pursuant to Section 4.5 (Deposits and Withdrawals) of Section 2.12. (iv) Notwithstanding any provision contained herein the Common Security and Account Agreement, or, if there is no requirement to fund a debt service reserve account with respect to the contrarythen-outstanding Senior Debt Obligations, from an amount equal to the Reserve Amount that would have been then applicable had such requirement existed; provided that the Borrower certifies that, no Revolving Facility Event of Default or Unmatured Revolving Facility Event of Default has occurred and after is Continuing on the effective date of any such Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncrease.

Commitment Increase. (ia) On any date prior Borrower may, on one occasion, by written notice to the latest Termination DateAgent, request an increase to the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 Revolving Credit Aggregate Commitment (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more ; and the effective date of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at , the time agree“Commitment Increase Effective Date”), in the case of an aggregate amount not to exceed $125,000,000. Such Commitment Increase may only be provided by an Eligible Assignee (any existing Lendersuch Eligible Assignee, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”); provided, that, in no event shall any existing Lender be obligated to provide any such Commitment Increase. (b) Such Commitment Increase shall become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agenteffective, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations as of the Commitment Increase among Effective Date, so long as: (i) the Increasing Lenders conditions set forth in Section 4.2 shall have be satisfied as of the Commitment Increase Effective Date, mutatis mutandis; provided, that, satisfaction of the conditions set forth in clauses (c), and (d) of such Section 4.2 shall only be required to the extent that any Advances are made on such Commitment Increase Effective Date; (ii) such Commitment Increase shall be determined by the Administrative Agent in consultation with each Borrower, an aggregate principal amount that is not less than $100,000 and increments of $100,000 in excess thereof; (iii) the amount of Agent shall have received (A) customary legal opinions addressed to the Commitment of each Additional Lender Lender, board resolutions and officers’ certificates consistent with those delivered on the Closing Date and (B) such other documents as may be reasonably requested by the Agent; and (iv) Borrower shall not be less than $5,000,000. The sum of have paid any fees that are payable to the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of Agent and the Additional Lenders upon giving effect as mutually agreed and shall have reimbursed the Agent for all costs and expenses of the Lender in connection therewith that are reimbursable by ▇▇▇▇▇▇▇▇ pursuant to the Commitment Increase shall not exceed the amount terms of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting BanksAgreement. (iic) Any Commitment Increase shall become effective upon be deemed for all purposes of this Agreement and the other Loan Documents as an increase to the Revolving Credit Aggregate Commitment, having the same terms and conditions applicable thereto as are applicable to the commitments provided to Borrower on the Closing Date. Such Commitment Increase shall be effected by an amendment to this Agreement (Aa “Commitment Increase Amendment”) executed by Borrower, the receipt by Agent, the Administrative Agent of an agreement Swing Line Lender and the Additional Lenders, in form and substance reasonably satisfactory to each of them, which shall include an amendment to Annex III hereto to give effect to such Commitment Increase. The Commitment Increase Amendment may, without the Administrative consent of any other Person, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (which may be in the form of an amendment and restatement of this Agreement), in the opinion of the Agent signed by each and Borrower, to effect the provisions of this Section 2.13. (d) Upon the effectiveness of the Commitment Increase, (i) the Swing Line Maximum Amount shall also be increased on a ratable basis (it being understood and agreed that in no event shall the Swing Line Maximum Amount exceed Seventy-Five Million Dollars ($75,000,000)), (ii) each Increasing Lender immediately prior to such Commitment Increase will automatically and without further act be deemed to have assigned to each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender will automatically and without further act be deemed to become have assumed, a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) portion of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances ▇▇▇▇▇▇’s participations hereunder in an amount equal to any outstanding Swing Line Advances, such prepayment, so that, after giving effect theretoto each deemed assignment and assumption of participations, all of the Lenders’ (including each such Additional Lender’s) participations hereunder in outstanding Swing Line Advances are shall be held ratably by the Lenders in accordance with based on their respective Commitments Revolving Credit Percentage (determined after giving effect to such Commitment Increase). Prepayments made under this paragraph ) and (iii) the existing Lenders will automatically and without further act be deemed to have assigned outstanding Revolving Credit Advances to the other Lenders (including the Additional Lenders), and such other Lenders (including the Additional Lenders) will automatically and without further act be deemed to have purchased such Revolving Credit Advances, in each case, to the extent necessary so that all of the Lenders participate in each outstanding borrowing of Revolving Credit Advances based on their Revolving Credit Percentage (determined after giving effect to any such Commitment Increase); it being understood and agreed that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not be subject apply to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date transactions effected pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timethis Section 2.13(d).

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.41 753191220

Commitment Increase. (ia) On any date prior to Each Person listed on Schedule 1 hereto (collectively, the latest Termination “Increasing Lenders”) agrees that, on and as of the Amendment Effective Date, the Borrowers may Commitment of such Increasing Lender shall increase by (or, if such Person is not an Existing Lender, such Increasing Lender shall extend a Commitment equal to) the aggregate amount set forth opposite its name on Schedule 1. For the avoidance of doubt, on the Amendment Effective Date, the Pro Rata Shares of all the Lenders shall automatically be adjusted to give effect to the provisions of this Section 1(a). The parties hereto acknowledge and agree that, for the purposes of the limit on the amount of increases in the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Aggregate Commitment Increase”) by designating one or more permitted under Section 2.15 of the existing Lenders or one or more Affiliates thereof Credit Agreement, after the Amendment Effective Date, unless otherwise agreed in accordance with the Credit Agreement, the Borrower may no longer request an increase in the Aggregate Commitment thereunder. (b) To the extent its approval is required under Section 2.15 of the Revolving Credit Agreement, each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, the L/C Issuers and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) Swing Line Lenders hereby approves the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments identity of the Increasing Lenders pursuant to this subsection Lenders. [[5255041]] (bc) plus the Commitments Each Lender (including each Increasing Lender) and each L/C Issuer party hereto acknowledges and agrees that, on and as of the Additional Amendment Effective Date and without any further action on the part of the applicable L/C Issuer or the Lenders, all participations in Letters of Credit issued and outstanding on the Amendment Effective Date (the “Existing Letters of Credit”) shall be reallocated among the Lenders upon on the basis of their Pro Rata Shares of the Outstanding Amount of the L/C Obligations, calculated after giving effect to the Commitment Increase shall not exceed the amount transactions contemplated by Section 1(a) hereof, and that, in furtherance of the Commitment Increase. The Borrowers foregoing, on the Amendment Effective Date each L/C Issuer shall provide prompt notice of any proposed Commitment Increase pursuant be deemed to this Section 2.06(b) have granted to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by and each Lender shall be deemed to have acquired from each L/C Issuer, a participation in each Existing Letter of Credit issued by such L/C Issuer equal to such Lender’s Pro Rata Share of the Advance(s) to be made by each such Lender described Outstanding Amount of the L/C Obligations in paragraph (iii) belowrespect thereof, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and calculated after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made the transactions contemplated by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt Section 1(a). Such participation shall be governed by the Administrative Agent terms of a certificate Section 2.03 of the Secretary or an Assistant Secretary of each BorrowerRevolving Credit Agreement, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimitas amended hereby. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i) On any date prior Borrower may, by written notice to the latest Termination DateAgent Bank and the Lenders, the Borrowers may increase the aggregate Aggregate Commitment by up to an additional Thirty Million Dollars ($30,000,000.00) (the actual amount of such -27- increase to the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (Aggregate Commitment being herein referred to as the “Maximum Accordion Amount”) for all such increases (any such increase, a “"Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”"), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, no Default or Event of Default has occurred and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banksremain continuing, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each BorrowerSecond Anniversary Date has not then occurred, and (iii) the amount obligation to fund the Commitment Increase is assumed by a Lender or Lenders then party to this Credit Agreement or (after having first offered the Commitment Increase to the Lenders then party to the Credit Agreement) by a Person or Persons that are Eligible Assignees, in each case acceptable to Borrower and, in the latter case, reasonably acceptable to the Agent Bank, and in each instance evidenced in writing by execution of an Assumption and Consent Agreement in the form of Exhibit L attached hereto, executed by each such assuming Lender or Eligible Assignee, Agent Bank and Borrower, provided that no Lender shall have any obligation to increase its Syndication Interest in effect as of the Commitment Closing Date, (iv) each such assuming Lender or Eligible Assignee concurrently purchases a Pro Rata Share of the Funded Outstandings from the Lenders party to the Credit Agreement (and each Lender hereby agrees to sell the appropriate proportion of its Pro Rata Share at par value to such assuming Lender or Eligible Assignee) that is equivalent to the increased new Pro Rata Share of each Additional such assuming Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon or Eligible Assignee after giving effect to the Commitment Increase and such Lender's Syndication Interest in the Aggregate Commitment, (v) Borrower pays Agent Bank any amount owing under Section 2.07(c) and any fees owing to the Agent Bank or to the assuming Lenders or Eligible Assignees committing to fund the Commitment Increase based upon negotiations made in connection with the funding of the Commitment Increase, (vi) the Commitment Increase shall not exceed increase the Pro Rata Share of the Aggregate Commitment and the Pro Rata Share of the amount of the Commitment Increase. The Borrowers shall provide prompt notice Funded Outstandings held by any other Lender absent the express written consent of any proposed Commitment Increase pursuant to this Section 2.06(bthat Lender, (vii) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon be made on a one- time basis only, and (Aviii) the receipt Commitment Increase shall not be available for advance by the Administrative Agent Lenders until each condition precedent set forth in Sections 3.24 through 3.31 of an agreement in form Article III C shall have occurred and substance satisfactory been fully satisfied. Giving effect to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and purchase of Pro Rata Shares of the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required Funded Outstandings, adjustments shall be made to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date Pro Rata Shares of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such the Aggregate Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making Pro Rata Shares of any Advances on Funded Outstandings such date pursuant to paragraph (iii) above, all calculations and payments of that the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment Pro Rata Shares of each Lender in the Aggregate Commitment shall be identical to its Pro Rata Share of the Funded Outstandings. The Agent Bank shall promptly thereafter prepare and circulate to Borrower and the principal amount outstanding Banks a revised Schedule of each Advance made by Lenders' Proportions in Credit Facility reflecting such Lender during increased Aggregate Commitment and the relevant period revised Pro Rata Shares of timethe Lenders in the Credit Facility, and such revised Schedule of Lenders' Proportions in Credit Facility shall supersede and replace the then existing Schedule of Lenders' Proportions in Credit Facility.

Commitment Increase. (i) On any date prior Subject to the latest Termination Dateterms and conditions set forth herein, the Borrowers may increase Borrower shall have the aggregate amount right, without the consent of the Commitments by an amount not less than $50,000,000 for any such increase Banks but not more than $500,000,000 (with the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more prior approval of the existing Lenders Administrative Agent and each L/C Issuer (such approval not to be unreasonably withheld or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”delayed), to become a party cause from time to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, time and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases at any time an increase in the Commitments of the Increasing Lenders pursuant Banks (a "Commitment Increase") by adding to this subsection Agreement one or more additional financial institutions that is not already a Bank hereunder (beach a "CI Bank") plus the Commitments or by allowing one or more existing Banks to increase their respective Commitments; provided, however that (i) no Event of the Additional Lenders upon giving effect to the Default shall have occurred which is then continuing, (ii) no such Commitment Increase shall not cause the Total Facility Amount to exceed $1,000,000,000, (iii) no Bank's Commitment shall be increased without such Bank's prior written consent (which consent may be given or withheld in such Bank's sole and absolute discretion), and (iv) if, on the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy effective date of such notice increase, any Advances have been made, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the Lenders and the Fronting Banks. (ii) reallocation of such outstanding Advances. Any Commitment Increase shall become effective upon be requested by written notice from the Borrower to the Administrative Agent (Aa "Notice of Commitment Increase") in the form of Exhibit H attached hereto. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of an agreement such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase, (iii) the identity of each CI Bank or Bank (or any combination thereof) that has agreed in form writing to increase its Commitment hereunder and substance satisfactory to (iv) the amount of the respective Commitments of the then existing Banks and the CI Banks from and after the Commitment Increase Effective Date (as defined below). If the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment JPMorgan (if then an L/C Issuer) and Bank of each America (if then an L/C Issuer) approve such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and CI Bank (such approval not to be bound by all the terms unreasonably withheld or delayed) and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect consent to such Commitment Increase (1) no Event such consent not to be unreasonably withheld or delayed), all such Persons shall execute a counterpart to the Notice of Default has occurred Commitment Increase and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or Commitment Increase shall be effective on the proposed effective date set forth in the case Notice of any representation Commitment Increase or warranty already qualified by materiality, true and correct in all respects) and (D) receipt on another date agreed to by the Administrative Agent of a certificate of and the Secretary or an Assistant Secretary of Borrower (such date referred to as the "Commitment Increase Effective Date"). On each BorrowerCommitment Increase Effective Date, in each case, certifying, with respect to itself, the extent that attached thereto there are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) Advances outstanding as of such date, (i) each CI Bank shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Bank's New Funds Amount (as defined below), which amount, for each such CI Bank, shall constitute Advances made by such CI Bank to the Borrower approving pursuant to this Agreement on such Commitment Increase and Effective Date, (ii) the corresponding Borrower Sublimit increase and Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Bank (2as defined below) all governmental and regulatory authorizations and approvals required to be obtained by its Reduction Amount (as defined below), which amount, for each such Borrower for such Commitment Increase and increase in its Borrower Sublimit. Reducing Percentage Bank (iii) Upon the effective date of any Commitment Increaseas defined below), the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably constitute a prepayment by the Lenders Borrower pursuant to Section 2.10, ratably in accordance with their the respective Commitments (after giving effect principal amounts thereof, of the principal amounts of all then outstanding Advances of such Reducing Percentage Bank, and the Borrower shall be responsible to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject pay to each Bank any breakage fees or costs in connection with the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date reallocation of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeAdvances.

Commitment Increase. (i) On any date prior Subject to the latest Termination Dateterms and conditions set forth herein, the US Borrowers may increase shall have the aggregate amount right, without the consent of the Lenders but with the prior approval of the US Administrative Agent, to cause from time to time an increase in the Aggregate US Tranche Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 of the US Tranche Revolving Lenders (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating adding to this Agreement one or more of additional financial institutions that is not already a Lender hereunder and that is reasonably satisfactory to the existing Lenders US Administrative Agent or by allowing one or more Affiliates thereof existing US Tranche Revolving Lenders to increase their respective US Tranche Commitments (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an a “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional CI Lender”); provided, to become a party to this Agreement; provided however that (iA) each Additional Lender no Event of Default shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Bankshave occurred which is continuing, (iiB) the allocations Principal Amount outstanding on the date of the Commitment Increase among the Increasing Lenders such increase of all Term Loans shall be determined by the Administrative Agent in consultation with each Borrowernot exceed $399,000,000, and (iiiC) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the such Commitment Increase shall not be a multiple of $25,000,000, (D) no such Commitment Increase shall cause the Aggregate Revolving Commitments under this Agreement to exceed $250,000,000, (E) each CI Lender shall execute a joinder agreement (a “Joinder Agreement”) in the amount form of Exhibit H attached hereto, (F) no US Tranche Revolving Lender’s US Tranche Commitment shall be increased without such Lender’s prior written consent and (G) if, on the Commitment Increase. The effective date of such increase, any US Tranche Loans have been funded, then the US Borrowers shall provide prompt notice of be obligated to pay any proposed Commitment Increase pursuant to this Section 2.06(b) to breakage fees or costs in connection with the Administrative Agent, which shall promptly provide a copy reallocation of such notice to the Lenders and the Fronting Banksoutstanding Revolving Loans. (ii) Any Commitment Increase shall become effective upon be requested by written notice from the US Borrowers to the US Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit I attached hereto and shall be subject to the approval of the US Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (A) the proposed effective date of such Commitment Increase, which date shall be no earlier than five (5) Business Days after receipt by the US Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new such Notice of Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each LenderIncrease, (B) the funding by each Lender amount of the Advance(s) to be made by each such Lender described in paragraph requested Commitment Increase (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating provided that both before and after giving effect to such requested Commitment Increase Increase, the aggregate amount of the Commitments does not exceed the amount set forth in subsection (1i)(D) no Event above), (C) the identity of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materialityeach CI Lender hereunder, true and correct in all respects) and (D) receipt by the amount of the respective US Tranche Commitment of the then existing US Tranche Revolving Lenders and the CI Lenders from and after the Commitment Increase Effective Date (as defined below). The US Administrative Agent shall review each Notice of Commitment Increase and shall notify the US Borrowers whether or not the US Administrative Agent consents to the proposed Commitment Increase. If the US Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), the US Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect consented to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase prior to such proposed date) or on another date agreed to by the US Administrative Agent and the corresponding Borrower Sublimit increase and US Borrowers (2) all governmental and regulatory authorizations and approvals required such date referred to be obtained by such Borrower for such as the “Commitment Increase and increase in its Borrower SublimitEffective Date”). (iii) Upon On each Commitment Increase Effective Date, to the effective date extent that there are US Tranche Loans outstanding as of such date, (A) each CI Lender shall, by wire transfer of immediately available funds, deliver to the US Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute the US Tranche Loans made by such CI Lender to the US Borrowers pursuant to this Agreement on such Commitment Increase Effective Date, (B) the US Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the US Borrowers pursuant to Section 2.07, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding US Tranche Loans of such Reducing Percentage Lender, and (C) the US Borrowers shall be responsible to pay to each US Tranche Revolving Lender any breakage fees or costs in connection with the reallocation of any outstanding US Tranche Loans. (iv) For purposes of this Section 2.03(f) and Exhibit I, the following defined terms shall have the following meanings: (A) ”New Funds Amount” means the amount equal to the product of (y) the difference of a CI Lender’s US Tranche Commitment after giving effect to the Commitment Increase minus such CI Lender’s US Tranche Commitment immediately prior to giving effect to the Commitment Increase, if any, represented as a percentage of the Borrowers shall prepay Aggregate US Tranche Commitments, times (z) the aggregate principal amount of the outstanding Advances (US Tranche Loans immediately prior to giving effect to the Commitment Increase, if any) , as of a Commitment Increase Effective Date (without regard to any increase in full, and shall simultaneously make new Advances hereunder in an the aggregate principal amount equal to such prepayment, so that, of US Tranche Loans as a result of borrowings made after giving effect thereto, to the Advances are held ratably by Commitment Increase on such Commitment Increase Effective Date); (B) ”Reducing Percentage Lender” means each then existing US Tranche Revolving Lender immediately prior to giving effect to the Lenders in accordance with their Commitment Increase that does not increase its respective US Tranche Commitment as a result of the Commitment Increase and whose relative percentage of the Aggregate US Tranche Commitments (shall be reduced after giving effect to such Commitment Increase). Prepayments made under this paragraph ; and (iiiC) shall not be subject ”Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding US Tranche Loans decrease as of a Commitment Increase Effective Date (without regard to the notice requirements effect of Section 2.12. (iv) Notwithstanding any provision contained herein borrowings made on such Commitment Increase Effective Date after giving effect to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncrease).

Commitment Increase. (i) On any date prior From time to time after the latest Termination Closing Date, the Borrowers Revolving Commitments may increase be increased (but in no event in excess of $50,000,000 in the aggregate amount of the Commitments by an amount not less than $50,000,000 for any all such increase but not more than $500,000,000 increases) (the “Maximum Accordion AmountCommitment Increase Cap”) for all such increases that the aggregate Revolving Commitments shall at no time exceed $350,000,000 (any such increase, a “Commitment Increase”) by designating one or more at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the following conditions have been met: (a) no Default or Event of Default shall exist or would result from such Commitment Increase; (b) no Commitment Increase may be in an amount less than $10,000,000; (c) no existing Lenders Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase; (d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or one or more Affiliates thereof a portion of the Commitment Increase (each such Lender, a “New Lender”); (e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and (f) the Administrative Agent shall have received (i) an agreement setting forth such Commitment Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of whichcorporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in its sole discretionconnection with such Commitment Increase, may determine whether and to what degree to participate (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) or one or more other agreed to by Borrower and payable to such Persons that at in connection with such Commitment Increase and (vi) evidence of the time agreesatisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase. After giving effect to any Commitment Increase, it may be the case that the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the effective date of the applicable Commitment Increase, the Revolving Lenders (including, without limitation, any existing Lender, to increase its Commitment (an “Increasing Lender”new Lenders) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable make payments to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borroweragrees, and (iii) the amount upon receipt of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant all such payments, to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of disburse such notice amounts to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating so that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in thereto the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt Revolving Loans will be held by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each BorrowerRevolving Lenders (including, in each casewithout limitation, certifyingany new Lenders), with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders pro rata in accordance with their respective Commitments the Pro Rate Percentages hereunder (after giving effect to such the applicable Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. Pursuant to Section 2.08(e) of the Credit Agreement, (i) On any date prior the Increasing Lender set forth on Schedule I hereto under the heading “Increasing Lender” hereby agrees to increase its existing Multicurrency Commitment by the latest Termination Dateamount set forth in Schedule I hereto, the Borrowers may increase the aggregate amount such additional Multicurrency Commitment to be effective as of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 April 21, 2023 (the “Maximum Accordion AmountCommitment Increase Date”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations Assuming Lender set forth on Schedule I hereto under the heading “Assuming Lender” hereby agrees to provide a Multicurrency Commitment, in the amount set forth on Schedule I hereto, to be effective as of the Commitment Increase among the Increasing Lenders shall be determined by Date; provided that the Administrative Agent in consultation with each shall have received a duly executed officer’s certificate from the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to dated the Commitment Increase shall not exceed Date, in substantially the amount form of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders Exhibit I hereto and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and the Assuming Lender shall each Additional Lender, setting have received its applicable upfront fee set forth in the new Commitment of each such Lender and setting forth Increase Notice. On the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment IncreaseDate, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Increasing Lender and the principal amount outstanding Assuming Lender shall each be a “Lender” and shall have all rights and obligations of each Advance made by such Lender during a “Lender” under the relevant period of timeCredit Agreement and the other Loan Documents.

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateterms and conditions set forth herein, the Borrowers may increase Borrower shall have the aggregate amount right, without the consent of the Lenders but with the prior approval of the Administrative Agent, to cause from time to time an increase in the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 of the Lenders (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating adding to this Agreement one or more of additional financial institutions that is not already a Lender hereunder and that is reasonably satisfactory to the existing Lenders Administrative Agent or by allowing one or more Affiliates thereof existing Lenders to increase their respective Commitments (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an a “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional CI Lender”); provided, to become a party to this Agreement; provided however that (ii)no Event of Default shall have occurred which is continuing, (ii)no such Commitment Increase shall cause the Commitments under this Agreement to exceed $1,750,000,000, (iii)no Lender’s Commitment shall be increased without such Lender’s prior written consent, (iv) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each Additional CI Lender shall execute a joinder agreement in the form of Exhibit E attached hereto (a “Joinder Agreement”). (b) Any Commitment Increase shall be acceptable requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, and each Increasing Lender and each Additional Lender such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify the proposed effective date of such Commitment Increase, which date shall be acceptable to the Fronting Banks, no earlier than five (ii5) the allocations of the Commitment Increase among the Increasing Lenders shall be determined Business Days after receipt by the Administrative Agent in consultation with each Borrowerof such Notice of Commitment Increase, and (iii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), the identity of each Additional Lender shall not be less than $5,000,000. The sum CI Lender, and the amount of the increases in the respective Commitments of the Increasing then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (as defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), the Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this subsection (b) plus Agreement on such Commitment Increase Effective Date, the Commitments Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the Additional Lenders upon principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: “New Funds Amount” means the amount equal to the product of a CI Lender’s increased Commitment or a CI Lender’s new Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase shall on such Commitment Increase Effective Date); “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not exceed the amount increase its respective Commitment as a result of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender whose relative percentage of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which Commitments shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (reduced after giving effect to such Commitment Increase). Prepayments made under this paragraph ; and “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (iii) shall not be subject without regard to the notice requirements effect of Section 2.12. (iv) Notwithstanding any provision contained herein borrowings made on such Commitment Increase Effective Date after giving effect to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncrease).

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateterms and conditions set forth herein, the Borrowers may increase Borrower shall have the aggregate amount right, without the consent of the Lenders but with the prior approval of the Administrative Agent (not to be unreasonably withheld or delayed), to cause from time to time an increase in the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 of the Lenders (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating adding to this Agreement one or more of additional financial institutions that is not already a Lender hereunder and that is reasonably satisfactory to the existing Lenders Administrative Agent (each a “CI Lender”) or by allowing one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, Lenders to increase its Commitment (an “Increasing Lender”) andtheir respective Commitments; provided, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided however that (i) each Additional Lender no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the Commitments under this Agreement to exceed $1,000,000,000, (iii) no Lender’s Commitment shall be acceptable increased without such Lender’s prior written consent and (iv) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans. (b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, and each Increasing Lender and each Additional Lender such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be acceptable to no earlier than five (5) Business Days after receipt by the Fronting BanksAdministrative Agent of such Notice of Commitment Increase, (ii) the allocations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase among Effective Date (as defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Increasing Lenders Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), the Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be determined effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in consultation accordance with each Borrowerthe respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of each Additional Lender shall not be less than $5,000,000. The sum of the increases a Commitment Increase Effective Date (without regard to any increase in the Commitments aggregate principal amount of the Increasing Lenders pursuant to this subsection (b) plus the Commitments Loans as a result of the Additional Lenders upon borrowings made after giving effect to the Commitment Increase shall on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not exceed the amount increase its respective Commitment as a result of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender whose relative percentage of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which Commitments shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (reduced after giving effect to such Commitment Increase). Prepayments made under this paragraph ; and (iii) shall not be subject “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the notice requirements effect of Section 2.12. (iv) Notwithstanding any provision contained herein borrowings made on such Commitment Increase Effective Date after giving effect to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncrease).

Commitment Increase. (i) On any date prior 2.9.1 In the event that the Parent Borrower wishes to the latest Termination Date, the Borrowers may increase the aggregate amount Commitment of any Class at any time (and from time to time) when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Offered Increase Amount”) for all of such increases proposed increase (any such increasenotice, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional LenderIncrease Notice”), to become a party to this Agreement; provided that (i) each Additional Lender any such request shall be acceptable to in a minimum amount of $20,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) immediately after giving effect to any increase, the allocations aggregate amount of increases under all Classes pursuant to this Section 2.9.1 shall not exceed an amount equal to $150,000,000 minus the aggregate amount by which the Aggregate Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrowertheretofore have been increased pursuant to Section 2.10, and (iii) the amount of the Commitment of each Additional Lender Parent Borrower shall not be less make more than $5,000,000. The sum of the increases in the four requests to increase Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b2.9 and (iv) no existing Lender shall be obligated to increase its Commitment as a result of any request for a increase by the Administrative AgentParent Borrower unless it agrees in its sole discretion to do so. The Parent Borrower may, which shall promptly provide a copy at its election, (x) offer to one or more of such notice to the Lenders and the Fronting Banks. opportunity to participate in all or a portion of the Offered Increase Amount and/or (iiy) Any Commitment Increase shall become effective upon (A) with the receipt by consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer to one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of an agreement the Offered Increase Amount pursuant to Section 2.9.2 below. 2.9.2 Any additional bank, financial institution or other entity to which the Parent Borrower offers participation in form the Offered Increase Amount and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender which elects to become a party to this Agreement and provide a Commitment in the amount so offered pursuant to Section 2.9.1(y) shall execute a New Lender Supplement with the Parent Borrower and the Administrative Agent, whereupon such bank, financial institution or other entity (each a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by all and entitled to the terms benefits of this Agreement, and provisions hereof binding upon each Schedule 1.1(a) shall be deemed to be amended to add the name and Commitment of such New Lender, (B) provided that the funding by each Commitment of any such new Lender of the Advance(s) to shall be made by each in an amount not less than $15,000,000 or such Lender described in paragraph (iii) below, (C) receipt lesser amount as agreed upon by the Parent Borrower and the Administrative Agent of a certificate (the statements contained in Agent. 2.9.3 Any Lender which shall be true) of accepts an Authorized Officer of each Borrower stating that both before and after giving effect offer to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt it by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each BorrowerParent Borrower to increase its Commitment pursuant to Section 2.9.1 shall, in each case, certifyingexecute a Commitment Increase Supplement with the Parent Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to itselfthe full amount of its Commitment as so increased, that attached thereto are true and correct copies of (1Schedule 1.1(a) shall be deemed to be amended to so increase the resolutions of the Board of Directors (or appropriate committee thereof) Commitment of such Borrower approving such Commitment Increase and Lender. 2.9.4 To the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required extent necessary to be obtained by such Borrower for such Commitment Increase and keep the outstanding Loans ratable in the event of any non-ratable increase in its Borrower Sublimit. (iii) Upon the Aggregate Revolving A Commitment, Revolving B Commitment or any new Class previously established pursuant to Section 2.10, on the effective date of any Commitment Increasesuch increase, (i) all then outstanding Loans of the affected Class (the “Initial Loans”) shall be deemed to be repaid, (ii) immediately after the effectiveness of any such increase, the relevant Borrowers shall prepay be deemed to have made new borrowings (the outstanding Advances (if any“Subsequent Borrowings”) in fullan aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.3, and (iii) each applicable Lender shall simultaneously make new Advances hereunder pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such prepayment, so that, Lender’s pro rata share (calculated after giving effect theretoto the increase) of the Subsequent Borrowings and (z) such Lender’s pro rata share (calculated without giving effect to the increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Advances are held Administrative Agent shall pay to each applicable Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata share (calculated without giving effect to the increase) of the Initial Loans and (z) such Lender’s pro rata share (calculated after giving effect to the increase) of the amount of the Subsequent Borrowings, (v) the applicable Lenders shall be deemed to hold the Subsequent Borrowings ratably by the Lenders in accordance with their respective Commitments Revolving A Commitment or Revolving B Commitment, as the case may be (calculated after giving effect to such Commitment Increasethe increase), and (vi) the relevant Borrowers shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto. Prepayments made under The conversion of the Initial Loans pursuant to this paragraph (iii) Section 2.9.4 above shall not be subject to indemnification by the notice requirements relevant Borrowers pursuant to the provisions of Section 2.12. (iv) Notwithstanding any provision contained herein to 4.8 if the contrary, from and after the effective date of any Commitment Increase and increase occurs other than on the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments last day of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeInterest Period relating thereto.

Commitment Increase. (ia) On any date prior Each Augmenting Lender agrees that, on and as of the Amendment Effective Date (as defined below), such Augmenting Lender shall hold a Revolving Commitment equal to the latest Termination amount set forth opposite its name on Schedule I hereto. Each Augmenting Lender further acknowledges and agrees that the date referred to in clause (a) of the term “Revolving Maturity Date”, as such term applies to such Augmenting Lender and its Revolving Commitment, is July 6, 2024. The parties hereto hereby acknowledge that, on the Amendment Effective Date immediately after the effectiveness of the Commitment Increase contemplated hereby, the Revolving Commitment of each Lender are as set forth on Schedule II hereto. (b) Each Augmenting Lender acknowledges and agrees that, on and as of the Amendment Effective Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Augmenting Lender (an “Additional Lender”), to shall become a party to this the Credit Agreement and shall be a Lender and a Revolving Lender under, and shall have all the rights and obligations of a Lender and a Revolving Lender under, the Credit Agreement; provided that (i) . In furtherance of the foregoing, each Additional Augmenting Lender acknowledges and agrees that, on the Amendment Effective Date and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, each Issuing Bank shall have granted to such Augmenting Lender, and such Augmenting Lender shall be acceptable have acquired from such Issuing Bank, a participation in each Letter of Credit issued by such Issuing Bank and outstanding on the Amendment Effective Date equal to such Augmenting Lenders’ ratable share (based on its Revolving Commitment and as automatically redetermined on the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable Amendment Effective Date to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving give effect to the Commitment Increase shall not exceed effected hereby) of the amount available to be drawn under such Letter of Credit. Such participation shall be governed by the terms of Section 2.21 of the Commitment Increase. The Borrowers shall provide prompt notice Credit Agreement. (c) Each of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy each Issuing Bank and each Swingline Lender hereby approves, for purposes of such notice Section 2.18(a) of the Credit Agreement with respect to the Lenders and Commitment Increase effected hereby, the Fronting Banksidentity of each Augmenting Lender. (iid) Any Commitment Increase shall become effective upon (A) The parties hereto agree that this Amendment, together with the receipt related prior written notice delivered by the Administrative Agent of an agreement in form and substance satisfactory Parent Borrower to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender pursuant to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (BSection 2.18(a) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) belowCredit Agreement, (C) receipt by constitute the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, Amendment with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimiteffected hereby. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i) On any date prior 2.9.1. In the event that the Parent Borrower wishes to the latest Termination Date, the Borrowers may increase the aggregate amount Commitment of any Class at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion "Offered Increase Amount”") for all of such increases proposed increase (any such increasenotice, a “"Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”Increase Notice"), to become a party to this Agreement; provided that (i) each Additional Lender any such request shall be acceptable to in a minimum amount of $25,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) immediately after giving effect to any increase, the allocations aggregate amount of increases under all Classes pursuant to this Section 2.9 shall not exceed an amount equal to $150,000,000 minus the aggregate amount by which the Aggregate Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrowertheretofore have been increased pursuant to Section 2.10, and (iii) the amount of the Commitment of each Additional Lender Parent Borrower shall not be less make more than $5,000,000. The sum of the increases in the four requests to increase Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(band (iv) no existing Lender shall be obligated to increase its Commitment as a result of any request for a increase by the Administrative AgentParent Borrower unless it agrees in its sole discretion to do so. The Parent Borrower may, which shall promptly provide a copy at its election, (x) offer to one or more of such notice to the Lenders and the Fronting Banks. opportunity to participate in all or a portion of the Offered Increase Amount pursuant to Section 2.9.3 and/or (iiy) Any Commitment Increase shall become effective upon (A) with the receipt by consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer to one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of an agreement the Offered Increase Amount pursuant to Section 2.9.2 below. 2.9.2. Any additional bank, financial institution or other entity to which the Parent Borrower offers participation in form the Offered Increase Amount and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender which elects to become a party to this Agreement and provide a Commitment in the amount so offered pursuant to Section 2.9.1(y) shall execute a New Lender Supplement with the Parent Borrower and the Administrative Agent, whereupon such bank, financial institution or other entity (each a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by all and entitled to the terms benefits of this Agreement, and provisions hereof binding upon each Schedule 1.1(a) shall be deemed to be amended to add the name and Commitment of such New Lender, (B) provided that the funding by each Commitment of any such new Lender of the Advance(s) to shall be made by each in an amount not less than $15,000,000 or such Lender described in paragraph (iii) below, (C) receipt lesser amount as agreed upon by the Parent Borrower and the Administrative Agent of a certificate (the statements contained in Agent. 2.9.3. Any Lender which shall be true) of accepts an Authorized Officer of each Borrower stating that both before and after giving effect offer to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt it by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each BorrowerParent Borrower to increase its Commitment pursuant to Section 2.9.1 shall, in each case, certifyingexecute a Commitment Increase Supplement with the Parent Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to itselfthe full amount of its Commitment as so increased, that attached thereto are true and correct copies of Schedule 1.1 (1a) shall be deemed to be amended to so increase the resolutions of the Board of Directors (or appropriate committee thereof) Commitment of such Borrower approving such Commitment Increase and Lender. 2.9.4. To the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required extent necessary to be obtained by such Borrower for such Commitment Increase and keep the outstanding Loans ratable in the event of any non-ratable increase in its Borrower Sublimit. (iii) Upon the Aggregate Revolving A Commitment or Revolving B Commitment, on the effective date of any Commitment Increasesuch increase, (i) all then outstanding Loans (the "Initial Loans") shall be deemed to be repaid, (ii) immediately after the effectiveness of any such increase, the relevant Borrowers shall prepay be deemed to have made new borrowings (the outstanding Advances (if any"Subsequent Borrowings") in fullan aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.3, and (iii) each applicable Lender shall simultaneously make new Advances hereunder pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such prepayment, so that, Lender's pro rata share (calculated after giving effect theretoto the increase) of the Subsequent Borrowings and (z) such Lender's pro rata share (calculated without giving effect to the increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Advances are held Administrative Agent shall pay to each applicable Lender the portion of such funds equal to the difference, if positive, between (y) such Lender's pro rata share (calculated without giving effect to the increase) of the Initial Loans and (z) such Lender's pro rata share (calculated after giving effect to the increase) of the amount of the Subsequent Borrowings, (v) the applicable Lenders shall be deemed to hold the Subsequent Borrowings ratably by the Lenders in accordance with their respective Commitments Revolving A Commitment or Revolving B Commitment, as the case may be (calculated after giving effect to such Commitment Increasethe increase), and (vi) the relevant Borrowers shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto. Prepayments made under this paragraph The conversion of the Initial Loans pursuant to clause (iiii) above shall not be subject to indemnification by the notice requirements relevant Borrowers pursuant to the provisions of Section 2.12. (iv) Notwithstanding any provision contained herein to 4.8 if the contrary, from and after the effective date of any Commitment Increase and increase occurs other than on the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments last day of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeInterest Period relating thereto.

Commitment Increase. (i) On any date prior Borrower may, by written notice to the latest Termination DateAgent Bank and the Lenders, the Borrowers may increase the aggregate Aggregate Commitment by up to an additional Fifteen Million Dollars ($15,000,000.00) (the actual amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (to the “Maximum Accordion Amount”) for all such increases (any such increase, a Aggregate Commitment being herein referred to as the “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, no Default or Event of Default has occurred and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banksremain continuing, (ii) no more than two (2) Commitment Increases may be made during the allocations term of the Credit Facility and in no case shall the total of such Commitment Increase among Increases exceed Fifteen Million Dollars ($15,000,000.00) in the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borroweraggregate, and (iii) the amount obligation to fund the Commitment Increase is assumed by a Lender or Lenders then party to this Credit Agreement or (after having first offered the Commitment Increase to the Lenders then party to the Credit Agreement) by a Person or Persons that are Eligible Assignees, in each case acceptable to Borrower and, in the latter case, reasonably acceptable to the Agent Bank, and in each instance evidenced in writing by execution of an Assumption and Consent Agreement in the form of Exhibit L attached hereto, executed by each such assuming Lender or Eligible Assignee, Agent Bank and Borrower, provided that no Lender shall have any obligation to increase its Syndication Interest in effect as of the Commitment Restatement Effective Date, (iv) each such assuming Lender or Eligible Assignee concurrently purchases a Pro Rata Share of the Funded Outstandings from the Lenders party to the Credit Agreement (and each Lender hereby agrees to sell the appropriate proportion of its Pro Rata Share at par value to such assuming Lender or Eligible Assignee) that is equivalent to the increased new Pro Rata Share of each Additional such assuming Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon or Eligible Assignee after giving effect to the Commitment Increase and such Lender’s Syndication Interest in the Aggregate Commitment, (v) Borrower pays Agent Bank any amount owing under Section 2.07(c) and any fees owing to the Agent Bank or to the assuming Lenders or Eligible Assignees committing to fund the Commitment Increase based upon negotiations made in connection with the funding of the Commitment Increase, (vi) the Commitment Increase shall not exceed increase the Pro Rata Share of the Aggregate Commitment and the Pro Rata Share of the amount of the Commitment Increase. The Borrowers shall provide prompt notice Funded Outstandings held by any other Lender absent the express written consent of any proposed Commitment Increase pursuant to this Section 2.06(bthat Lender, (vii) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon not be available for advance by Lenders until each condition precedent set forth in Sections 3.24 through 3.31 of Article III C shall have occurred and been fully satisfied, and (Aviii) no more than Five Million Dollars ($5,000,000.00) of the receipt by the Administrative Agent of an agreement in form and substance satisfactory Commitment Increase shall be available to Borrower for funding prior to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, sixth (B6th) the funding by each Lender month anniversary of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving Restatement Effective Date. Giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and purchase of Pro Rata Shares of the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required Funded Outstandings, adjustments shall be made to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date Pro Rata Shares of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such the Aggregate Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making Pro Rata Shares of any Advances on Funded Outstandings such date pursuant to paragraph (iii) above, all calculations and payments of that the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment Pro Rata Shares of each Lender in the Aggregate Commitment shall be identical to its Pro Rata Share of the Funded Outstandings. The Agent Bank shall promptly thereafter prepare and circulate to Borrower and the principal amount outstanding Banks a revised Schedule of each Advance made by Lenders’ Proportions in Credit Facility reflecting such Lender during increased Aggregate Commitment and the relevant period revised Pro Rata Shares of timethe Lenders in the Credit Facility, and such revised Schedule of Lenders’ Proportions in Credit Facility shall supersede and replace the then existing Schedule of Lenders’ Proportions in Credit Facility.

Commitment Increase. (i) On any date Effective on September 28, 2007, subject to satisfaction of the conditions of effectiveness of this Amendment set forth in Section 3 hereof on or prior to the latest Termination Datesuch date (such date, subject to satisfaction of such conditions, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 “Effective Date”): (the “Maximum Accordion Amount”a) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether The Company confirms and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided agrees that (i) each Additional Lender shall be acceptable it has requested an increase in the aggregate Revolving Commitments in the amount of $500,000,000 from the Increase Lenders pursuant to and on the Administrative Agentterms set forth in Section 2.01(d) of the Credit Agreement, and each Increasing Lender and each Additional Lender shall be acceptable to effective on the Fronting BanksEffective Date, (ii) the allocations Company will cause the Effective Date to be the first day of an Interest Period for all Conventional Revolving Loans then outstanding, (iii) on the Effective Date the Company will borrow (and hereby requests funding of) Conventional Revolving Loans from the Increase Lenders in the amounts required by Section 2.01(d)(iv) of the Commitment Increase among Credit Agreement for application as therein set forth and (iv) prior to the Increasing Lenders shall be determined by Effective Date the Company will deliver to the Administrative Agent a timely Interest Election Request which will apply equally and ratably to all Conventional Revolving Loans outstanding on the Effective Date, including those funded on the Effective Date by the Increase Lenders. (b) Each Increase Lender agrees that (i) effective on and at all times after the Effective Date, in consultation with addition to all Revolving Commitments of such Lender (if any) outstanding prior to the Effective Date, such Increase Lender will be bound by all obligations of a Lender under the Credit Agreement in respect of an additional Revolving Commitment in the amount set forth next to the name of such Increase Lender on Schedule A hereto and (ii) on the Effective Date such Increase Lender will fund Conventional Revolving Loans in the amount required by Section 2,01(d)(iv) of the Credit Agreement for application as therein set forth. On the Effective Date, each BorrowerIncrease Lender which was not a Lender prior to the Increase Effective Date will become a Lender for all purposes of the Credit Agreement. (c) Exhibit 2.01(a) to the Credit Agreement is hereby amended and restated in its entirety to read as set forth on Schedule B hereto, so as to reflect (i) the additional Revolving Commitment of each Increase Lender as set forth in Schedule A hereto and the pro rata share that such Revolving Commitment bears to the aggregate Revolving Commitments after giving effect to this Amendment, (ii) assignments recorded in the Register after the Closing Date and (iii) the amount adjustment of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum pro rata shares of the increases in Lenders as necessary to reflect the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment addition of each such Lender additional Revolving Commitment and setting forth the agreement of each Additional Lender to become a party to this Agreement its pro rata share and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving give effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.such

Commitment Increase. (ia) On The Borrowers may at any date prior time or from time to time after the Effective Date (but no more than five times during the term of the Facilities), by notice to the latest Termination DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the Borrowers may increase the aggregate amount of the US Revolving Credit Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 and/or the Foreign Revolving Credit Commitments (the “Maximum Accordion Amount”) for all such increases (any each such increase, a “Commitment Increase”) by designating one ); provided that upon the effectiveness of any Incremental Amendment (as defined below), no Default or more Event of Default shall have occurred and be continuing and each Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 in the case of a Commitment Increase under the US Revolving Credit Facility or €15,000,000 in the case of a Commitment Increase under the Foreign Revolving Credit Facility (provided that such amount may be less than $25,000,000 or €15,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increases shall not result in the aggregate Commitments exceeding $400,000,000 (calculated based on the Equivalent thereof in US Dollars in the case of Foreign Revolving Credit Commitments). Each notice from the Borrowers pursuant to this Section 2.19 shall set forth the requested amount of the relevant Commitment Increase. Commitment Increases may be provided by any existing Lenders or one or more Affiliates thereof Lender (each it being understood that no existing Lender will have an obligation to provide a portion of which, in its sole discretion, may determine whether and to what degree to participate in such any Commitment Increase) or one by any other Eligible Assignee (provided that any required approval of such Eligible Assignee by the Administrative Agent shall not be unreasonably withheld or more other Persons that delayed, and the commitment of any such Eligible Assignee to the relevant Commitment Increase is at the time agree, least $5,000,000 in the case of any existing Lender, to increase its a Commitment (an “Increasing Lender”) and, Increase under the US Revolving Credit Facility or €5,000,000 in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among under the Increasing Lenders shall be determined by the Administrative Agent Foreign Revolving Credit Facility). Commitments in consultation with each Borrower, and (iii) the amount respect of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase Increases shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects Commitments (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to Schedule I (with a joinder agreement in the case of any representation Eligible Assignee providing any portion of such Commitment Increases), executed by the applicable Administrative Agent, each Lender and Eligible Assignee that is in each case agreeing to provide any portion of the relevant Commitment Increase, and the Borrowers. Any such Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or warranty already qualified by materialityappropriate (including any increase in the Applicable Margin and the fees set out in Sections 2.09, true provided that any such increase shall apply to and correct be for the benefit of all the Lenders under the applicable Revolving Credit Facility), in all respects) and (D) receipt by the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of a certificate this Section 2.19. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the Secretary or an Assistant Secretary of each Borrower, conditions set forth in each case, certifying, with respect Section 3.02 (it being understood that all references to itself, that attached thereto are true and correct copies of (1) “the resolutions of the Board of Directors (or appropriate committee thereof) date of such Borrower approving Borrowing, issuance or renewal” or similar language in such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required Section 3.02 shall be deemed to be obtained by refer to in such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon instance to the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment IncreaseIncremental Amendment). Prepayments made under The Borrowers may use Commitment Increases for any purpose not prohibited by this paragraph Agreement. 92 Chemtura (iiiRevolving Facility) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.Agreement

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateconditions set forth in Section 2.15(b)(ii), Section 6.02 and Section 6.04, the US Borrowers may increase the aggregate amount Aggregate US Tranche Commitments and/or the Aggregate Term Commitments then in effect without the prior written consent of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 Lenders (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one increasing the applicable commitment of an Applicable Lender or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons by causing a Person that at the such time agree, in the case of any existing Lender, is not a Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of become a Lender (an “Additional Lender”), . (b) The increase in the Aggregate US Tranche Commitments and/or the Aggregate Term Commitments shall be subject to become a party to this Agreement; provided that the following additional conditions: (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the all such increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the $250,000,000 or such lesser amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase as reduced pursuant to this Section 2.06(b2.15(e) to for both the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders Aggregate US Tranche Commitments and the Fronting Banks.Aggregate Term Commitments combined; (ii) Any Commitment Increase if the US Borrowers elect to increase the Aggregate US Tranche Commitments by increasing the applicable commitment of a Lender, the US Borrowers and such Lender shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form execute and substance satisfactory deliver to the Administrative Agent signed a certificate substantially in the form of Exhibit H-1 (a “Commitment Increase Certificate”); (iii) if the US Borrowers elect to increase the Aggregate US Tranche Commitments by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each causing an Additional Lender to become a party to this Agreement, then the US Borrowers and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of the Commitment Increase Certificate and Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire, and the Borrower shall, if requested by the Additional Lender, deliver a Note payable to the order of such Additional Lender in a Principal Amount equal to its US Tranche Commitment or Term Commitment, and otherwise duly completed; provided that such Additional Lender must be reasonably acceptable to the Administrative Agent and the Issuing Bank; (iv) if the US Borrowers elect to increase the Aggregate Term Commitments, the US Borrowers and each Term Loan Lender shall execute and deliver to the US Administrative Agent a Term Loan Assumption Agreement and such other documentation as the US Administrative Agent shall reasonably specify to be bound by all evidence the Term Commitment of such Term Loan Lender. Each Term Loan Assumption Agreement shall specify the Term Commitments, the Applicable Margins, the Term Loan Funding Date, and the Term Loan Maturity Date and other terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) Term Loans to be made by each such Lender described thereunder; provided, that no Term Loans shall be made unless (y) the conditions set forth in paragraph Section 6.04 shall be satisfied and (iiiz) below, (C) receipt the other closing certificates and documentation as required by the relevant Term Loan Assumption Agreement shall be delivered. The US Administrative Agent of a certificate (shall promptly notify each Term Loan Lender as to the statements contained in which shall be true) of an Authorized Officer effectiveness of each Borrower stating that both before and after giving effect to such Commitment Increase Term Loan Assumption Agreement. (1v) no Default or Event of Default has shall have occurred and is be continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon at the effective date of such increase; (vi) on the effective date of such increase, no US Dollar LIBO Rate Borrowings shall be outstanding or if any US Dollar LIBO Rate Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such US Dollar LIBO Rate Borrowings unless the Borrower pays compensation required by Section 5.02; (vii) no Lender’s US Tranche Commitment Increase, or Term Commitment may be increased without the Borrowers consent of such Lender; and (viii) any increase shall prepay the outstanding Advances (if any) in full, be not less than $50,000,000 and shall simultaneously make new Advances hereunder be in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders a whole multiple of $10,000,000 in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12excess thereof. (ivc) Notwithstanding any provision contained herein Subject to the contraryacceptance and recording thereof pursuant to Section 2.15(d), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any US Dollar LIBO Rate Borrowings are outstanding, then the last day of the Interest Period in respect of such US Dollar LIBO Rate Borrowings, unless the US Borrowers have paid compensation required by Section 5.05): (i) the amount of the Aggregate US Tranche Commitments and/or Aggregate Term Commitments shall be increased as set forth therein, and (ii) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition in connection with an increase of the Aggregate US Tranche Commitments, the Lender or the Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Revolving Loans (and participation interests in Letters of Credit) of each of the other US Tranche Revolving Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its US Tranche Percentage of the outstanding Revolving Loans (and participation interests) after giving effect to the increase in the Aggregate US Tranche Commitments. (d) Upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the US Borrowers and the Lender or the US Borrowers and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in Section 2.15(b)(iii), the Administrative Questionnaire referred to in Section 2.15(b)(iii), if applicable, the other closing certificates and documentation as required by the Administrative Agent, and the written consent which will not be unreasonably withheld of the Administrative Agent, and the Issuing Bank to such increase required by Section 2.15(b)(iii), the Administrative Agent shall accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.05(b)(iv). No increase in the Aggregate US Tranche Commitments and/or the Aggregate Term Commitments shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.15(d). (e) Upon the sale of any Commitment Increase and LP Units, Subordinated Units, IDRs or GP Interests by the making US Borrowers or any Restricted Subsidiaries or upon any sale, exchange or conveyance of any Advances on such date Compression Assets to the UCLP Group resulting in cumulative Net Proceeds exceeding $100,000,000 pursuant to paragraph (iii) aboveSection 10.14(b), all calculations and payments any unused Commitment Increases will be reduced by an amount equal to 50% of the commitment feeNet Proceeds from such sale, Letter exchange or conveyance, such amount to be set forth in reasonable detail in an officer’s certificate of Credit fees and interest on Holdings delivered promptly or within five (5) Business Day after the Advances shall take into account effectiveness of such sale, exchange or conveyance, provided, however that any sale of LP Units as a result of an over-allotment option pursuant to a public offering will not be considered a sale that would result in a reduction in the actual unused Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncreases.

Commitment Increase. Each Existing Lender whose name appears on Schedule A hereto agrees that on the Amendments Effective Date the Commitment of such Existing Lender shall increase by an amount (ithe “Increased Commitment Amount”) On any date prior to set forth opposite its name on Schedule A hereto. Each New Lender whose name appears on Schedule B hereto acknowledges and agrees that, on and as of the latest Termination Amendments Effective Date, such New Lender shall be a “Lender” under and as defined in the Credit Agreement as amended hereby and shall have a Commitment in an amount (the “New Lender Commitment Amount”) set forth opposite its name on Schedule B hereto. Each party hereto acknowledges and agrees that, on the Amendments Effective Date, the Borrowers may increase the aggregate amount Applicable Percentages of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 Lenders (and their participations in Letters of Credit and Swingline Loans) shall automatically be redetermined after giving effect to the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender further acknowledges and agrees that, on the Amendments Effective Date and without any further action on the part of the applicable Issuing Bank, each Additional Issuing Bank shall have granted to such Increasing Lender, and such Increasing Lender shall be acceptable have acquired from such Issuing Bank, a participation in each Letter of Credit issued by such Issuing Bank and outstanding on the Amendments Effective Date equal to such Increasing Lender’s Applicable Percentage (as automatically redetermined on the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon Amendments Effective Date after giving effect to the Commitment Increase shall not exceed the amount Increase) of the Commitment Increaseaggregate amount available to be drawn under such Letter of Credit. The Borrowers In the event any Revolving Loans shall provide prompt notice be outstanding on the Amendments Effective Date, the provisions of any proposed the second and third sentences of Section 2.21(b) shall apply, mutatis mutandis. It is acknowledged that the Commitment Increase effected pursuant to this Section 2.06(b) to Amendment shall not reduce the Administrative Agent, amount by which shall promptly provide a copy of such notice to the Lenders and Borrower may further increase the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement Commitments in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all accordance with the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender conditions of Section 2.21 of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower SublimitCredit Agreement. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event 41 753191124 of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (ia) On any date prior Borrowers shall have the right to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating Facility Amount one or more of times by obtaining additional Commitments, to be provided on the existing Lenders same terms as herein set forth with respect to Lender’s Commitment, either from Lender or another one or more Affiliates thereof lending institutions (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an lending institution a “Increasing New Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that that: (i) each Additional Lender increase shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banksin a minimum amount of $25,000,000, (ii) the allocations Maximum Facility Amount may not be increased in excess of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borroweran aggregate amount of $1,000,000,000 under this Section 3.11, and (iii) no Default or Event of Default shall occur on the amount effective date of the increase or would result therefrom; (iv) Lender (whether or not it is providing all or any portion of such additional Commitments) agrees to such increase by executing an Increased Commitment Supplement; and (v) if a New Lender would be providing any portion of each Additional such additional Commitment, such New Lender is acceptable to Lender in its discretion. It is understood and agreed that, upon Borrower’s request, Lender shall use its commercially reasonable efforts to secure New Lenders for such additional Commitments and that in the absence of securing New Lenders for such additional Commitments Lender may, but shall not be less than $5,000,000have any obligation whatsoever to, notwithstanding anything herein or in any other Loan Document to the contrary, fund such additional Commitment. The sum of Subject to the increases foregoing provisions, an increase in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to made in accordance with this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon on the date Lender receives: (A) the receipt a properly completed Increased Commitment Supplement executed by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each BorrowerBorrowers, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each LenderNew Lenders (if any), (B) the funding if requested by each Lender of the Advance(s) or any New Lender, legal opinions, in form and substance, and from counsel, reasonably satisfactory to be made by each such Lender described in paragraph (iii) below, with respect thereto and (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect amendment to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in pursuant to Section 3.11(b) hereof. If following any increase to the case of any representation or warranty already qualified by materialityCommitments hereunder, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, are not held pro rata between Lender and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the any New Lenders in accordance with their respective Commitments Commitments, then on the Business Day following any such increase, all outstanding Advances shall be reallocated among Lender and any New Lenders in accordance with Lender’s and such New Lenders’ respective percentage share of the aggregate Commitment amount (after giving provided that such Advances shall not be reallocated among Lender and New Lenders prior to the expiration of the applicable Collection and Reporting Period in effect to at the time of any such Commitment Increaseincrease). Prepayments Any advances made under this paragraph Section by a New Lender shall be deemed to be a purchase of a corresponding amount of the outstanding Advances of Lender or any other New Lender who shall receive such advances. (iiib) shall not Prior to any New Lender becoming a party pursuant to this Section 3.11, each of Lender and Borrowers hereby agrees to amend the terms of this Agreement and other Loan Documents, as applicable, to include those standard agency, voting and other provisions as may be reasonably requested by Lender or Borrowers to account for the appointment of an administrative agent and the fact that there will be multiple lenders under this Agreement, but, in any event, subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments mutual agreement of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeBorrowers.

Commitment Increase. (ia) On any date prior Each Increasing Lender hereby agrees to the latest Termination Date, the Borrowers may increase the aggregate amount of its Commitment under the Commitments Credit Agreement by an the amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a shown as its “Commitment Increase”” on Annex I attached hereto. (b) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of Each Additional Lender is hereby joined as a Lender (an “Additional Lender”)under the Credit Agreement, to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable hereby extends to the Fronting BanksBorrowers, subject to and on the terms and conditions set forth in the Credit Agreement (ii) as amended hereby), a Commitment in the allocations amount shown as its “Commitment Increase” on Annex I attached hereto, and agrees to perform in accordance with the terms thereof all of the Commitment Increase among the Increasing Lenders shall be determined obligations which by the Administrative Agent in consultation with each Borrower, and (iii) the amount terms of the Commitment of each Additional Credit Agreement and the other Loan Documents are required to be performed by it as a Lender shall not be less than $5,000,000. The sum of the increases in the Commitments thereunder. (c) Each of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of and the Additional Lenders upon acknowledges and agrees that the respective Commitments of such Lender and the other Lenders under the Credit Agreement are several and not joint commitments and obligations of the Lenders. Each of the Increasing Lenders and the Additional Lenders further acknowledges and agrees that, after giving effect to the Commitment Increase as provided in this Agreement, its Commitment as a Lender shall not exceed be as set forth on Annex III attached hereto, which shall automatically amend and restate Schedule 2.01 to the Credit Agreement pursuant to the terms of Section 2.15(g) of the Credit Agreement. (d) To the extent there are any Letters of Credit outstanding on the Amendment Effective Date, upon the effectiveness of the Specified Commitment Increase and the Commitment Termination (as defined below), the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding unfunded participations held by each Lender in each Letter of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which Credit then outstanding shall be true) of an Authorized Officer of each Borrower stating that both before and adjusted such that, after giving effect to such Commitment Increase (1) no Event adjustments, each Lender shall hold unfunded participations in each such Letter of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or Credit in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by proportion its Commitment bears to the Administrative Agent of a certificate of Aggregate Commitments after giving effect to the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Specified Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower SublimitTermination. (iiie) Upon Subject to satisfaction of the effective date conditions precedent set forth in Section 5 hereof, the Administrative Agent and each of any the Issuing Banks hereby irrevocably consents to the Specified Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateterms and conditions set forth herein, the Borrowers may increase Borrower shall have the aggregate amount right, without the consent of the Lenders, to cause an increase in the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 of the Lenders (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating adding to this Agreement one or more of additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the existing Lenders Administrative Agent and each Issuing Bank (not to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, Lenders to increase its Commitment their respective Commitments with the consent of Issuing Bank (an “Increasing Lender”) andnot to be unreasonably withheld, in the case of any other Person delayed or an Affiliate of a Lender (an “Additional Lender”conditioned), to become a party to this Agreement; provided that (i) each Additional Lender no Event of Default shall have occurred and be acceptable to continuing as of the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banksrelevant Commitment Increase Effective Date, (ii) the allocations of the no such Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $10,000,000 and in integral multiples of $5,000,000. The sum of the increases , (iii) no such Commitment Increase shall result in the Commitments Aggregate Commitment Amount exceeding $500,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), and (v) if, on the effective date of such increase, any Loans have been funded, then the Increasing Lenders Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to this subsection Section 2.16 in connection with the reallocation of such outstanding Loans. (b) plus The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy 2.02. Each such Notice of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon specify (Ai) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new such Notice of Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each LenderIncrease, (Bii) the funding by each Lender amount of the Advance(s) to be made by each such Lender described in paragraph requested Commitment Increase (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating provided that both before and after giving effect to such requested Commitment Increase, the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date (1as defined below). (c) no Event On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of Default has occurred and is continuing and such date, (2i) all representations and warranties each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower in pursuant to this Agreement are true and correct in all material respects on such Commitment Increase Effective Date, (or in the case ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of any representation or warranty already qualified by materialityimmediately available funds, true and correct in all respects) and (D) receipt by deliver to the Administrative Agent of a certificate of such Lender’s New Funds Amount, which amount, for each such Lender, shall constitute Loans made by such Lender to the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect Borrower pursuant to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving this Agreement on such Commitment Increase and Effective Date, (iii) the corresponding Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower Sublimit increase pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (2iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower SublimitLenders having a later Maturity Date. (iiid) Upon For purposes of this Section 2.02 and Exhibit B, the effective date following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.times

Commitment Increase. (i) On The Company (on its own behalf or on behalf of the other Borrowers) may at any date prior time, by notice to the latest Termination DateAdministrative Agent, the Borrowers may increase propose that the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 be increased (the “Maximum Accordion Amount”) for all such increases (any such increase, a “"Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which"), in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate effective as of a Lender date ------------------- (an “Additional Lender”), such date or such other date as agreed to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and the Company being the "Commitment Increase Date") that ------------------------ shall be (A) prior to the Commitment Termination Date and (iiiB) at least 15 Business Days after the date of such notice; provided that: (1) the Company may not propose more than one Commitment Increase during any period of 12 consecutive months; (2) the minimum proposed Commitment Increase for each Commitment Increase Date shall be $100,000,000; (3) in no event shall the aggregate amount of the Commitment of each Additional Lender shall not be less than Commitments at any time exceed $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.1,000,000,000; and (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (14) no Default or Event of Default has occurred and is continuing and (2) all representations and warranties made by on such Borrower in this Agreement are true and correct in all material respects (or in Commitment Increase Date. The Administrative Agent shall notify the case Lenders promptly upon its receipt of any representation or warranty already qualified by materialitysuch notice. It shall be in each Lender's sole discretion whether to increase its Commitment hereunder in connection with a proposed Commitment Increase. No later than 10 Business Days after its receipt of the Company's notice, true and correct in all respectseach Lender that is willing to increase its Commitment hereunder (an "Increasing Lender") and (D) receipt by shall deliver to the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower----------------- notice, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) which such Lender shall set forth the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and maximum increase in its Borrower Sublimit. (iii) Upon Commitment to which such Lender is willing to agree, and the effective date AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Administrative Agent shall promptly provide to the Company a copy of any such Increasing Lender's notice. The Administrative Agent shall cooperate with the Company in discussions with the Lenders and Eligible Assignees with a view to arranging the proposed Commitment IncreaseIncrease through the increase of the Commitments of one or more of the Lenders and/or the addition as Assuming Lenders of one or more Eligible Assignees acceptable to the Company, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase Syndication Agent and the making of any Advances on such date pursuant Administrative Agent and as parties to paragraph this Agreement, provided that (iiiX) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual minimum Commitment of each such Assuming Lender that becomes a party to this Agreement pursuant to this Section 2.05(c) shall be $25,000,000 and (Y) any allocations of Commitments shall be determined by the Company (provided that allocations of increases in Commitments among Increasing Lenders shall be based on the ratio of each existing Lender's proposed increased Commitment, if any, to the aggregate of all of the existing Lenders' proposed increased Commitments). If agreement is reached prior to the Commitment Increase Date with the Increasing Lenders and Assuming Lenders, if any, as to a Commitment Increase (the amount of which may be less than that specified in the applicable notice from the Company), the Company shall deliver, no later than one day prior to the Commitment Increase Date, a notice to the Administrative Agent (and the principal amount outstanding Administrative Agent shall give notice thereof to the Lenders (including any Assuming Lenders)). On the Commitment Increase Date, the Assuming Lenders, if any, shall become Lenders hereunder as of each Advance made the Commitment Increase Date and the Commitments of such Increasing Lenders and such Assuming Lenders shall become or be, as the case may be, as of the Commitment Increase Date the amounts specified in the notice delivered by such Lender during the relevant period of time.Company to the Administrative Agent; provided that:

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each BorrowerFE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative [Signature Page to FirstEnergy Parent Credit Agreement] 743896444 Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (ia) On The Borrower Agent may at any date prior time or from time to time after the Effective Date, by notice to the latest Termination DateAdministrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the Borrowers may increase the aggregate amount of the Revolving Credit Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any each such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender no Default or Event of Default shall be acceptable exist or would exist after giving effect to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banksany Commitment Increase, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by all fees and expenses owing to the Administrative Agent and the relevant Lenders in consultation with each Borrowerrespect of such Commitment Increase shall have been paid, and (iii) each Commitment Increase shall be on the same terms and conditions (including interest rate margins but excluding any upfront fees) as the applicable Revolving Credit Facility before giving effect thereto, (iv) each Commitment Increase shall be in an aggregate principal amount of the Commitment of each Additional Lender shall that is not less than $10,000,000 (provided that such amount may be less than $5,000,000. The sum of 10,000,000 if such amount represents all remaining availability under the increases limit set forth in the Commitments of the Increasing Lenders pursuant to this subsection clause (bv) plus the Commitments of the Additional Lenders upon below), (v) after giving effect to any and all of the Commitment Increase Increases, the aggregate Facilities shall not exceed $400,000,000, and (vi) the amount aggregate Commitment Increases in respect of the Commitment IncreaseCanadian Revolving Credit Facility shall not exceed $20,000,000. The Borrowers shall provide prompt Each notice of any proposed Commitment Increase from the Borrower Agent pursuant to this Section 2.06(b) 2.16 shall set forth the requested amount of the relevant Commitment Increases. Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to the Administrative Agent, which shall promptly provide a copy portion of such notice to the Lenders and the Fronting Banks. (iiany Commitment Increase) Any or by any other Eligible Assignee. Commitments in respect of Commitment Increase Increases shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects Revolving Credit Commitments (or in the case of a Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender's applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to Schedule 2.01 (with a joinder agreement in the case of any representation or warranty already qualified Eligible Assignee providing any portion of such Commitment Increases), executed by materiality, true and correct in all respects(x) and (D) receipt by the Administrative Agent and in the case of an Eligible Assignee, each applicable L/C Issuer and each applicable Swing Line Lender, the consent of each of which is not to be unreasonably withheld or delayed, (y) each Lender and Eligible Assignee agreeing to provide any portion of a certificate Commitment Increase and (z) the Loan Parties, and reaffirmations of the Secretary or an Assistant Secretary of each BorrowerLoan Documents executed by the Loan Parties, in each casecase in form and substance reasonably satisfactory to the Administrative Agent. The Incremental Amendment may, certifyingwithout the consent of any other Lenders, with respect effect such amendments to itselfthis Agreement and the other Loan Documents as may be necessary or appropriate, that attached thereto are true and correct copies of (1) in the resolutions reasonable opinion of the Board Administrative Agent and the Borrowers, to effect the provisions of Directors this Section 2.16. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 (or appropriate committee thereof) it being understood that all references to “the date of such Borrower approving Credit Extension” or similar language in such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required Section 4.02 shall be deemed to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon refer to the effective date of any such Incremental Amendment). (b) Upon each increase in the U.S. Revolving Credit Commitments pursuant to this Section 2.16, (x) each U.S. Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each U.S. Revolving Credit Lender providing a portion of the Commitment IncreaseIncrease (each, the Borrowers shall prepay the outstanding Advances (if anyfor purposes of this Section 2.16(b), a “Commitment Increase Lender”) in fullrespect of such increase, and shall simultaneously make new Advances each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such U.S. Revolving Credit Lender's participations hereunder in an amount equal to outstanding U.S. Letters of Credit and U.S. Swing Line Loans such prepayment, so that, after giving effect theretoto each such deemed assignment and assumption of participations, the Advances percentage of the aggregate outstanding (i) participations hereunder in U.S. Letters of Credit and (ii) participations hereunder in U.S. Swing Line Loans held by each U.S. Revolving Credit Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate U.S. Revolving Credit Commitments of all U.S. Revolving Credit Lenders represented by such U.S. Revolving Credit Lender's U.S. Revolving Credit Commitment and (y) if, on the date of such increase, there are held ratably any U.S. Revolving Credit Loans outstanding, portions of such U.S. Revolving Credit Loans shall on the date of the effectiveness of such Commitment Increase be prepaid with the proceeds of additional U.S. Revolving Credit Loans made by the Commitment Increase Lenders in accordance with their respective (such that after giving effect to such prepayment, the percentage of the U.S. Revolving Credit Loans held by each U.S. Revolving Credit Lender will equal the percentage of the aggregate U.S. Revolving Credit Commitments (of all U.S. Revolving Credit Lenders represented by such U.S. Revolving Credit Lender's U.S. Revolving Credit Commitment after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) , which prepayment shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and accompanied by accrued interest on the Advances shall take into account the actual Commitment of each Loans being prepaid and any other amounts payable to any Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timein accordance with Section 3.05.

Commitment Increase. The parties hereto understand ------------------- that the Borrower may seek one or more financial institutions to take a Commitment or Commitments in the aggregate amount of $20,000,000 (the "Commitment Increase"). The Commitment Increase may be taken by any existing Bank hereunder by increasing the Commitment of such existing Bank (each an "Increasing Bank") or by a new Bank added as a party hereto (each --------------- an "Additional Bank"), subject to the conditions hereinafter specified. For purposes of the foregoing, Agent may, from time to time, (i) On admit Additional Banks hereunder, or (ii) at the request of any date prior Increasing Bank, increase the Commitment of such Increasing Bank, subject to the latest Termination Datefollowing conditions: (a) each Additional Bank shall be an Eligible Assignee; (b) Borrower shall execute (i) a new Note payable to the order of each Additional Bank, or (ii) a replacement Note payable to the Borrowers may order of each Increasing Bank; (c) Borrower and Agent shall execute appropriate documentation to add each Additional Bank as a party to this Agreement, whereupon such Additional Bank shall have all of the rights and obligations of a Bank hereunder and under the other Loan Documents; (d) Each Additional Bank and each Increasing Bank shall pay to the Agent for the account of the other Banks an amount equal to its Percentage Commitment of outstanding Advances, and such amount so paid shall constitute an Advance by such Additional Bank or Increasing Bank under its Note and a payment of principal to the other Banks under their respective Notes, and the outstanding principal balances of the respective Notes shall be increased or reduced accordingly; (e) After giving effect to the admission of any Additional Bank or the increase in the Commitment of any Increasing Bank, the aggregate amount of the Commitments by an amount shall not less than exceed $50,000,000 for 135,000,000; and (f) No admission of any such Additional Bank shall increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in Bank. Upon and as of the case date of the addition of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable Bank to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to Agreement or the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount increase of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in any Increasing Bank, (i) the Commitments of the Increasing Lenders pursuant to this subsection (b) plus other Banks shall remain unchanged, and the Commitments of the Additional Lenders upon giving effect to the respective Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy Percentages and pro rata shares of such notice to the Lenders Banks shall be adjusted accordingly, and the Fronting Banks. (ii) Any Commitment Increase each of the other Banks shall become effective upon (A) be deemed to have sold and transferred to such Additional Bank or such Increasing Bank, as the receipt by the Administrative Agent of an agreement in form case may be, and substance satisfactory such Additional Bank or Increasing Bank shall be deemed irrevocably and unconditionally to the Administrative Agent signed by each Borrower, each Increasing Lender have purchased and each Additional Lender, setting forth the new Commitment of received from each such Lender and setting forth the agreement other Banks (on a pro rata basis, based on such other Banks' respective Commitment Percentages, as adjusted in accordance with this Section) a portion of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct other Banks' participation shares under Section ------- 3.3 in all material respects (or in the case Letters of any representation or warranty already qualified by materialityCredit outstanding on such date and related rights, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder --- in an aggregate amount equal to such prepaymentAdditional Bank's or such Increasing Bank's Commitment Percentage of such outstanding Letters of Credit. The addition of any Additional Bank or the increase of the Commitment of an Increasing Bank and the effects thereof as described in this Section shall occur automatically upon satisfaction of the conditions specified above, so that, after giving effect thereto, without the Advances are held ratably necessity for further documentation to be executed by the Lenders in accordance with their respective Commitments (after giving effect other Banks. Neither Agent nor any Co-Agent nor any Bank shall have any obligation to such Commitment Increase). Prepayments made under this paragraph (iii) find or arrange for any Additional Bank, and no Bank shall not be subject have any obligation to the notice requirements of Section 2.12increase its Commitment. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers Borrower may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each the Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such the Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such the Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such the Borrower for such Commitment Increase and increase in its Borrower SublimitIncrease. (iii) Upon the effective date of any Commitment Increase, the Borrowers Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers Borrower may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any 41 existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each the Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such the Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such the Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such the Borrower for such Commitment Increase and increase in its Borrower SublimitIncrease. (iii) Upon the effective date of any Commitment Increase, the Borrowers Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the 42 commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (ia) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one Provided that no Default or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing continuing, subject to the terms and (2) all representations and warranties made by such Borrower conditions set forth in this Agreement are true §2.11, the Borrower shall have the option at any time and correct in all material respects from time to time before at least three (or 3) months prior to the Maturity Date to request an increase in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect Total Commitment to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments not more than $100,000,000 (after giving effect to each such increase), by giving written notice to the Agent (each, an “Increase Notice”; and the amount of such requested increase is the “Commitment Increase”), provided that any such individual increase must be in a minimum amount of $5,000,000. Prepayments made under this paragraph (iii) Upon receipt of any Increase Notice, the Agent and the Arranger shall use best efforts to, and Borrower may, but shall not be subject obligated to, invite one or more Lenders or other banks or lending institutions (which other banks or lending institutions shall be reasonably acceptable to Agent, Arrangers and Borrower) to become a Lender and provide an additional Commitment. If the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to requested increase is oversubscribed then the contrary, from Agent and after the date of any Arranger shall allocate the Commitment Increase and among the making of any Advances Lenders or other banks or financial institutions who provide such commitment letters on such date pursuant basis mutually acceptable to paragraph (iii) above, all calculations and payments each of the commitment feeBorrower, Letter Agent and Arranger. The Agent shall provide all Lenders with a notice setting forth the amount, if any, of Credit fees and interest on the Advances shall take into account the actual additional Commitment of to be provided by each Lender and the revised Applicable Percentages which shall be applicable after the effective date of the Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Commitment. (b) On each Commitment Increase Date the outstanding principal balance of the Loans shall be reallocated among the Lenders such that after the Commitment Increase Date the outstanding principal amount of Loans owed to each Lender shall be equal to such Lender’s Commitment Percentage (as in effect after each Commitment Increase Date) of the outstanding principal amount of all Loans. On each Advance made Commitment Increase Date those Lenders whose Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Lenders as necessary to accomplish the required reallocation of the outstanding Loans. The funds so advanced shall be Base Rate Loans until converted to LIBOR Rate Loans which are allocated among all Lenders based on their Commitment Percentage. (c) On each Commitment Increase Date, the Agent may unilaterally revise Schedule 1.1 and the Borrower shall, if requested by such new Lender, execute and deliver to the Agent a new Note for each Lender during whose Commitment has changed or who has provided a new Commitment so that the relevant period principal amount of timesuch Lender’s Note shall equal its aggregate Commitment as increased thereby. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be surrendered by such Lenders and delivered to Borrower. Such new Notes shall provide that they are replacements for the surrendered Notes and that they do not constitute a novation, shall be dated as of the applicable Commitment Increase Date and shall otherwise be in substantially the form of the replaced Notes. (d) Notwithstanding anything to the contrary contained herein, any increase in the Total Commitment pursuant to this §2.11 shall be conditioned upon satisfaction or waiver of the following conditions precedent which must be satisfied or waived prior to the effectiveness of any increase of the Total Commitment:

Commitment Increase. (i) On any date prior Provided there exists no Default or Event of Default on the Commitment Increase Effective Date, and subject to (A) the consent of the Administrative Agent in its sole discretion, (B) compliance with the terms of this Section 2.01(h) and (C) such increase being provided by (x) one or more existing Lenders and/or (y) one more new lenders which, in the case of this clause (y), shall be with the consent of the Lead Lender, the Borrower may request increases to the latest Termination DateCommitments. Such increases may be effected through one or more requested increases, the Borrowers may increase the aggregate each in a minimum amount of $5,000,000 or any whole multiple of $500,000 in excess thereof, or such lesser amount as agreed by the Commitments by an amount not less than $50,000,000 for any Administrative Agent (each such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, shall be referred to herein as a “Commitment Increase”). (ii) by designating one The Borrower (in consultation with the Administrative Agent) shall determine the proposed effective date of any Commitment Increase, which may be as early as five (5) Business Days after a Commitment Increase Request (or more of such earlier date as the existing Lenders or one or more Affiliates thereof (each of which, Administrative Agent may agree in its sole discretion, may determine whether and to what degree to participate in such ) (the “Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional LenderIncrease Effective Date”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to and the Administrative Agent, and each Increasing Lender and each Additional Lender Agent shall be acceptable to notify the Fronting Banks, (ii) the allocations Lenders of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation Effective Date. In connection with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to 2.01(h), this Agreement and the other Loan Documents may be amended in writing (executed and delivered by the Loan Parties and the Administrative Agent, which shall promptly provide a copy without the consent of such notice any other Person) in order to effectuate the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (Aincluding any fees payable to Lenders in connection with such Commitment Increase) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) reflect any technical changes necessary or appropriate to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving give effect to such Commitment Increase in accordance with its terms as set forth herein pursuant to the documentation relating to such Commitment Increase. (iii) The following are conditions precedent to each Commitment Increase: (A) not later than the fifth (5th) Business Day (or such earlier date as the Administrative Agent may agree in its sole discretion) prior to the applicable Commitment Increase Effective Date, the Borrower shall have delivered to the Administrative Agent a Commitment Increase Request; (B) if requested by any relevant Lender, the Borrowers shall execute replacement or new Notes payable to such Lender reflecting such Commitment Increase; (1) no Event of Default has occurred and is continuing and an existing Lender or Lenders shall have received credit approval to increase its Commitment to support any Commitment Increase, which shall be in its sole discretion, and/or (2) all an additional Lender or Lenders (x) shall have satisfied the requirements of an Eligible Assignee, and (y) shall have delivered to the Administrative Agent the documentation set forth in Section 2.09(e), and, after giving effect thereto, the aggregate increased Commitments of such increasing and additional Lenders shall be at least equal to the amount of such Commitment Increase; provided that the Lead Lender and its Affiliates shall have a preemptive right to provide any Commitment Increase and no other existing Lender or additional Lender shall provide any Commitment Increase unless the Lead Lender or any of its Affiliates shall have declined to provide such Commitment Increase; provided, further, that the Lead Lender or any Affiliate thereof shall be deemed to have declined to provide such Commitment Increase unless it notifies Borrower within five (5) Business Days of Borrower’s request for such Commitment Increase that it shall provide such Commitment Increase on terms and conditions to be agreed; and (iv) All of the representations and warranties made by such Borrower of the Loan Parties contained in this Agreement are Article 4 and in each other Loan Document shall be true and correct in all material respects (or in the case of any representation or warranty already qualified with respect to such representations and warranties which by materialitytheir terms contain materiality qualifiers, shall be true and correct in all respects) on and (D) receipt by the Administrative Agent of a certificate as of the Secretary Commitment Increase Effective Date, except to the extent that such representations or warranties specifically refer to an Assistant Secretary of each Borrowerearlier date, in each case, certifying, which case they shall be true and correct in all material respects (or with respect to itselfsuch representations and warranties which by their terms contain materiality qualifiers, that attached thereto are shall be true and correct copies of (1in all respects) the resolutions of the Board of Directors (or appropriate committee thereof) as of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimitearlier date. (iiiv) Upon For the effective date avoidance of doubt, Commitments comprising any Commitment IncreaseIncrease will be on the same terms as contained herein, except to the Borrowers shall prepay the outstanding Advances (if any) extent provided for in full, and shall simultaneously make new Advances hereunder in an amount equal any amendment to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders this Agreement in accordance with their respective Commitments clause (after giving effect to such Commitment Increase)ii) above. Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph Other than as provided in clause (iii) above, all calculations and payments of no Lender will be required to provide nor shall any Lender other than the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lead Lender and the principal amount outstanding its Affiliates have any preemptive right to provide any portion of each Advance made by such Lender during the relevant period of timeany Commitment Increase.

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateterms and conditions set forth herein, the Borrowers may increase Borrower shall have the aggregate amount right, without the consent of the Banks but with the prior approval of the Administrative Agent and each L/C Issuer (such approval not to be unreasonably withheld, delayed or conditioned), to cause from time to time and at any time an increase in the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 of the Banks (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating adding to this Agreement one or more of the existing Lenders additional financial institutions that is not already a Bank hereunder (each a “CI Bank”) or by allowing one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, Banks to increase its Commitment (an “Increasing Lender”) andtheir respective Commitments; provided, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided however that (i) each Additional Lender no Event of Default shall have occurred which is then continuing, (ii) no such Commitment Increase shall cause the Total Committed Amount to exceed $4,000,000,000, (iii) no Bank’s Commitment shall be acceptable increased without such Bank’s prior written consent (which consent may be given or withheld in such Bank’s sole and absolute discretion), and (iv) if, on the effective date of such increase, any Term Benchmark Advances have been made, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Term Benchmark Advances. (b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative AgentAgent (a “Notice of Commitment Increase”) in the form of Exhibit F attached hereto. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, and each Increasing Lender and each Additional Lender which date shall be acceptable to no earlier than five (5) Business Days after receipt by the Fronting BanksAdministrative Agent of such Notice of Commitment Increase, (ii) the allocations amount of the requested Commitment Increase, (iii) the identity of each CI Bank or Bank (or any combination thereof) that has agreed in writing to increase its Commitment hereunder and (iv) the amount of the respective Commitments of the then existing Banks that are increasing their respective Commitments and the CI Banks from and after the Commitment Increase among Effective Date (as defined below). If the Increasing Lenders Administrative Agent and each L/C Issuer approve such CI Bank (such approval not to be unreasonably withheld or delayed) and consent to such Commitment Increase (such consent not to be unreasonably withheld or delayed), all such Persons shall execute a counterpart to the Notice of Commitment Increase and such Commitment Increase shall be determined effective on the proposed effective date set forth in the Notice of Commitment Increase or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Advances outstanding as of such date, (i) each CI Bank shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Bank’s New Funds Amount (as defined below), which amount, for each such CI Bank, shall constitute Advances made by such CI Bank to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Bank (as defined below) its Reduction Amount (as defined below), which amount, for each such Reducing Percentage Bank (as defined below), shall constitute a prepayment by the Borrower pursuant to Section 2.10, ratably in consultation accordance with each Borrowerthe respective principal amounts thereof, of the principal amounts of all then outstanding Advances of such Reducing Percentage Bank, and (iii) the Borrower shall be responsible to pay to each Bank any breakage fees or costs in connection with the reallocation of any outstanding Term Benchmark Advances. (d) For purposes of this Section 2.20 and Exhibit F, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Bank’s increased Commitment or a CI Bank’s Commitment (as applicable) represented as a percentage of the Total Committed Amount after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Advances immediately prior to giving effect to the Commitment Increase, if any, as of each Additional Lender shall not be less than $5,000,000. The sum of the increases a Commitment Increase Effective Date (without regard to any increase in the Commitments aggregate principal amount of the Increasing Lenders pursuant to this subsection (b) plus the Commitments Advances as a result of the Additional Lenders upon borrowings made after giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed on such Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. Effective Date); (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory “Reducing Percentage Bank” means each then existing Bank immediately prior to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such the Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit does not increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.respective

Commitment Increase. (ia) On The Borrowers shall have the right, at any date prior time and from time to time by written notice to and in consultation with the latest Termination DateAdministrative Agent, the Borrowers may to request an increase in the aggregate amount of the Commitments by an amount not less than $50,000,000 for any (each such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such requested increase, a “"Commitment Increase”) "), by designating having one or more of the existing Lenders or increase their respective Commitments then in effect (each, an "Increasing Lender"), by adding as a Lender with a new Commitment hereunder one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agreeare not already Lenders (each, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “"Additional Lender”"), to become or a party to this Agreementcombination thereof; provided that (i) each Additional Commitment Increase shall be offered first to the Lenders pro rata (based on their then-existing Commitments), (ii) each request for a Commitment Increase shall be in an aggregate minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (iii) the aggregate of all Commitment Increases shall not exceed $50,000,000, and (iv) no existing Lender shall be acceptable obligated to increase its Commitment as a result of any request for a Commitment Increase by the Borrower unless it agrees in writing and in its sole discretion. (b) Each Additional Lender must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and the Borrowers. Each Additional Lender, the Borrowers and the Administrative Agent shall execute a joinder agreement to evidence the Commitment of such Additional Lender and its status as a Lender hereunder and each Increasing Lender, the Borrowers and the Administrative Agent shall sign an agreement evidencing the increased Commitment of such Lender, in each case together with all such other documentation (including evidence of the Borrowers' authorization of the increase) as the Administrative Agent, the Additional Lender or the Increasing Lender may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent, the Borrowers and each Increasing Lender and each the Additional Lender or the Increasing Lender. (c) If the aggregate Commitments are increased in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the "Commitment Increase Date", which shall be acceptable a Business Day not less than thirty (30) days prior to the Fronting BanksTermination Date) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the final allocation of such increase and the Commitment Increase Date. The Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase. (d) To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the aggregate Commitments, on the Commitment Increase Date, (i) all then outstanding LIBOR Loans (the "Existing Loans") shall automatically be converted into Base Rate Loans, (ii) immediately after the allocations effectiveness of the Commitment Increase among Increase, the Increasing Lenders shall be determined by Borrowers shall, if they so request, convert such Base Rate Loans into LIBOR Loans (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Existing Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in consultation accordance with each BorrowerSection 2.11(b), and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of pay to the increases Administrative Agent in immediately available funds an amount equal to the Commitments of difference, if positive, between (y) such Lender's ratable share (based on the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon Commitments, calculated after giving effect to the Commitment Increase Increase) of the Subsequent Borrowings and (z) such ▇▇▇▇▇▇'s ratable share (based on the Commitments, calculated without giving effect to the Commitment Increase) of the Existing Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall not exceed pay to each Lender the portion of such funds equal to the difference, if positive, between (y) such Lender's ratable share (based on the Commitments, calculated without giving effect to the Commitment Increase) of the Existing Loans and (z) such Lender's ratable share (based on the Commitments, calculated after giving effect to the Commitment Increase) of the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(bSubsequent Borrowings, (v) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect deemed to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in hold the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held Subsequent Borrowings ratably by the Lenders in accordance with their respective Commitments (calculated after giving effect to such the Commitment Increase). Prepayments made under this paragraph , (iiivi) the Borrower shall pay all accrued but unpaid interest on the Existing Loans to the Lenders entitled thereto and (vii) Schedule 1.1(a) shall not automatically be amended to reflect the Commitments of all Lenders after giving effect to the Commitment Increase. The conversion of the Existing Loans pursuant to clause (i) above shall be subject to indemnification by the notice requirements Borrower pursuant to the provisions of Section 2.12. (iv) Notwithstanding any provision contained herein to 2.18 if the contrary, from and after the date of any Commitment Increase and Date occurs other than on the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments last day of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeInterest Period relating thereto.

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateterms and conditions set forth herein, the Borrowers may Company shall have the right from time to time to cause an increase in the aggregate amount total Commitments of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 Lenders (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating adding to this Agreement one or more of the existing additional financial institutions that are not already Lenders hereunder (each, a “New Lender”) or by allowing one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, Lenders to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreementtheir respective Commitments; provided that (i) each Additional Lender both before and immediately after giving effect to such Commitment Increase, no Default or Event of Default shall have occurred and be acceptable to continuing as of the Administrative Agenteffective date of such Commitment Increase (such date, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks“Commitment Increase Date”), (ii) the allocations of the no such Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borroweran amount less than $10,000,000, and (iii) the aggregate amount of all such Commitment Increases shall not exceed $300,000,000, and after giving effect to all such Commitment Increases, the total Commitments shall not exceed $1,800,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) each New Lender and any increase in the Commitment of each Additional an existing Lender pursuant to any Commitment Increase shall not be less than $5,000,000. The sum subject to the prior written consent of the increases in the Commitments of the Increasing Lenders pursuant Administrative Agent and each Issuing Bank (each such consent not to this subsection be unreasonably withheld or delayed). (b) plus The Company shall provide the Commitments Administrative Agent with written notice (a “Notice of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice ”) of any proposed Commitment Increase its intention to increase the total Commitments pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy 2.20. Each such Notice of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon specify (Ai) the proposed Commitment Increase Date, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of an agreement such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase, (iii) as applicable, the identity of each New Lender and/or existing Lender that has agreed in form writing to increase its Commitment hereunder, and substance satisfactory (iv) the amount of the respective Commitments of the then existing Lenders and the New Lenders from and after the Commitment Increase Date. (c) On any Commitment Increase Date, the Lenders shall purchase and assume (without recourse or warranty) from the other Lenders (i) Loans, to the extent that there are any Loans then outstanding, and (ii) undivided participation interests in any outstanding LC Exposure, in each case, to the extent necessary to ensure that after giving effect to the Commitment Increase, each Lender has outstanding Loans and participation interests in outstanding LC Exposure equal to its Applicable Percentage of the total Commitments. Each Lender shall make any payment required to be made by it pursuant to the preceding sentence via wire transfer to the Administrative Agent signed by each Borroweron the Commitment Increase Date. Each existing Lender shall be automatically deemed to have assigned any outstanding Loans on the Commitment Increase Date and the existing Lenders, each Increasing New Lender and the Borrowers each Additional Lenderagree to take any further steps reasonably requested by the Administrative Agent, setting forth in each case to the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt extent deemed necessary by the Administrative Agent to effectuate the provisions of the preceding sentences, including, without limitation, the execution and delivery of one or more joinder or similar agreements. If, on such Commitment Increase Date, any Loans that are Eurodollar Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of such outstanding Loans to effectuate the provisions of this paragraph. (d) Each Commitment Increase shall become effective on the respective Commitment Increase Date and upon such effectiveness: (i) to the extent applicable, the Administrative Agent shall record in the Register each New Lender’s information as provided in the applicable Notice of Commitment Increase and pursuant to an Administrative Questionnaire that shall be executed and delivered by each New Lender to the Administrative Agent on or before such Commitment Increase Date, (ii) Schedule 2.01 shall be amended and restated to set forth all Lenders (including any New Lenders) that will be Lenders hereunder after giving effect to such Commitment Increase (which amended and restated Schedule 2.01 shall be set forth in Annex I to the applicable Notice of Commitment Increase) and the Administrative Agent shall distribute to each Lender (including each New Lender) a copy of such amended and restated Schedule 2.01, and (iii) each New Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under this Agreement. (e) As a condition precedent to any Commitment Increase, the Company shall deliver to the Administrative Agent (i) a certificate of a certificate (the statements contained in which shall be true) of an Authorized Responsible Officer of each Borrower stating that both the Company dated as of the Commitment Increase Date certifying and attaching the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase and certifying that, before and after giving effect to such Commitment Increase Increase, (1A) no Event of Default has occurred and is continuing and (2) all the representations and warranties made by such Borrower contained in this Agreement made by the Borrowers are true and correct on and as of the Commitment Increase Date (unless such representations and warranties are stated to relate to a specific earlier date, in all material respects (or in the which case of any representation or warranty already qualified by materiality, such representations and warranties shall be true and correct in all respectsas of such earlier date) and (DB) receipt no Default or Event of Default exists or will exist as of the Commitment Increase Date, and (ii) any legal opinions, certificates and/or other documents reasonably requested by the Administrative Agent of a certificate of in connection with the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (ia) On The Borrower Agent may at any date prior time or from time to time after the Closing Date, by notice to the latest Termination DateAgent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), request one or more increases in the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any each such increase, a “Commitment Increase”) by designating one ); provided that upon the effectiveness of any Incremental Amendment referred to below, no Default or more Event of Default shall exist and each Commitment Increase shall be in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increases shall not exceed $100,000,000. Each notice from the Borrower pursuant to this Section 2.3.1 shall set forth the requested amount of the relevant Commitment Increases. Commitment Increases may be provided by any existing Lenders or one or more Affiliates thereof Lender (each it being understood that no existing Lender will have an obligation to provide a portion of which, in its sole discretion, may determine whether and to what degree to participate in such any Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of by any other Person or an Affiliate Eligible Assignee. Commitments in respect of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase Increases shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects Commitments (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to Schedule 1.1 (with a joinder agreement in the case of any representation or warranty already qualified by materialityEligible Assignee providing any portion of such Commitment Increases), true and correct in all respects) and (D) receipt executed by the Administrative Agent Agent, each Lender and Eligible Assignee agreeing to provide any portion of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase Obligors, and reaffirmations of the Security Documents and any other Loan Documents as reasonably requested by Agent, executed by the Obligors. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and including any increase in its Borrower Sublimitthe Applicable Margin and the fees set out in Sections 3.2.1 and 3.2.3, provided that any such increase shall apply to and be for the benefit of all the Lenders), in the reasonable opinion of the Agent and the Borrower, to effect the provisions of this Section 2. 3.1. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 6.2 (iii) Upon it being understood that all references to “the date of such funding, issuance or grant” or similar language in such Section 6.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as may be required by the Agent. The Borrower may use Commitment Increases for any purpose not prohibited by this Agreement. (b) Upon each increase in the Commitments pursuant to this Section 2.3.1, (x) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Commitment Increase, the Borrowers shall prepay the outstanding Advances Increase (if anyeach a “Commitment Increase Lender”) in fullrespect of such increase, and shall simultaneously make new Advances each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in an amount equal to outstanding Letters of Credit and Swingline Loans such prepayment, so that, after giving effect theretoto each such deemed assignment and assumption of participations, the Advances percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment and (y) if, on the date of such increase, there are held ratably any Loans outstanding, portions of such Loans shall on the date of the effectiveness of such Commitment Increase be prepaid with the proceeds of additional Loans made by the Commitment Increase Lenders in accordance with their respective (such that after giving effect to such prepayment, the percentage of the Loans held by each Lender will equal the percentage of the aggregate Commitments (of all Lenders represented by such Lender’s Commitment after giving effect to such Commitment Increase), which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.9. Prepayments made The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Except as permitted under this paragraph Section 2.3.1 (iiia) with respect to any increase in Applicable Margin and fees, the terms and conditions of such Commitment Increases (including pricing and maturity date) shall not be subject identical to those applicable to the notice requirements Aggregate Commitments immediately prior to the effectiveness of such Commitment Increases and the applicable commitments shall constitute Commitments hereunder. This Section 2.12. (iv) Notwithstanding 2.3.1 shall supersede any provision contained herein provisions in Section 12.5 or 15.1 to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. Provided that no Default or Event of Default has ------------------- occurred and is continuing or would result from any Commitment Increase (i) On any date prior to the latest Termination Dateas herein defined), the Borrowers may Borrower may, from time to time on any Business Day, increase the Commitment up to an aggregate amount of the Commitments by an principal amount not less than in excess of $50,000,000 for any 680,000,000 by delivering a Commitment Increase Request at least ten (10) Business Days before the desired effective date of such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “"Commitment Increase”") by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that identifying (i) each Additional additional financial institution -------------------- which has agreed to become a Lender hereunder and the amount of such additional Lender's portion of the Commitment (which additional Lender shall be acceptable reasonably satisfactory to the Administrative Agent, ) and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations each existing Lender which has agreed to increase its portion of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum such Lender's additional portion of the increases in the Commitments Commitment, together with certified corporate resolutions of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of Borrower authorizing the Commitment Increase. The Borrowers shall provide prompt notice effective date of any proposed each Commitment Increase pursuant shall be agreed upon by the Borrower and the Administrative Agent and on such effective date each new Lender (and each existing Lender, if any, which has increased its portion of the Commitment) shall, by assignments from existing Lenders (which shall be deemed to this Section 2.06(b) to occur automatically on such effective date), acquire a portion of the Revolving Credit Advances of the existing Lenders in such amounts (and the Lenders shall, through the Administrative Agent, which shall promptly provide a copy of make such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which additional adjustments among themselves as shall be truenecessary) of an Authorized Officer of each Borrower stating so that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred assignments and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increaseadjustments, the Borrowers Lenders shall prepay hold the outstanding Revolving Credit Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Ratios as adjusted by the Commitment Increase). Prepayments made under this paragraph Upon the effectiveness thereof, the Lenders' Commitment Ratios shall be adjusted to reflect the then existing Commitment. The Borrower agrees to pay any fees or expenses (iiiincluding reasonable attorneys' fees and any processing fees) shall not be subject of the Administrative Agent relating to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncrease.

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateconditions set forth in Section 2.10(b), the Borrowers may increase the aggregate amount total Commitments then in effect without the prior written consent of the Commitments Lenders by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (increasing the “Maximum Accordion Amount”) for all such increases (any such increase, Commitment of a “Commitment Increase”) Lender or by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons causing a Person that at the such time agree, in the case of any existing Lender, is not a Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of become a Lender (an “Additional Lender”), . (b) The increase in the total Commitments shall be subject to become a party to this Agreement; provided that the following additional conditions: (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender such increase shall not be less than exceed $5,000,000. The sum of 200,000,000 and the increases in the total Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase after such increase shall not exceed the amount least of (A) $500,000,000, (B) twenty percent (20%) of the Commitment Increase. The Borrowers shall provide prompt notice Parent Guarantor’s Consolidated Net Tangible Assets as of any proposed Commitment Increase pursuant to this Section 2.06(bthe last day of the fiscal quarter immediately preceding such increase for which the most recent internal financial statements are available, plus $25,000,000, and (C) to the Administrative Agent, which shall promptly provide a copy of such notice to amount permitted by the Lenders and the Fronting Banks.Indentures; (ii) Any if the Borrowers elect to increase the total Commitments by increasing the Commitment Increase of a Lender, the Borrowers and such Lender shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form execute and substance satisfactory deliver to the Administrative Agent signed a certificate substantially in the form of Exhibit H-1 (a “Commitment Increase Certificate”); (iii) if the Borrowers elect to increase the total Commitments by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each causing an Additional Lender to become a party to this Agreement Agreement, then the Borrowers and such Additional Lender shall execute and deliver to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the statements contained Borrowers shall, if requested by the Additional Lender, deliver a Note payable to such Additional Lender in which a principal amount equal to its Commitment, and otherwise duly completed; provided that such Additional Lender must be reasonably acceptable to the Administrative Agent, the Swing Line Lender and the Issuing Lender; (iv) no Default shall have occurred and be continuing at the effective date of such increase; (v) on the effective date of such increase, no Eurodollar Borrowings shall be trueoutstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrowers pay compensation required by Section 5.02; (vi) no Lender’s Commitment may be increased without the consent of an Authorized Officer such Lender; (vii) no increase shall be less than $25,000,000 and shall be in a whole multiple of each Borrower stating that both before and $5,000,000 in excess thereof; (viii) the Borrowers shall remain in compliance with Section 8.16 as of such date after giving effect to the Commitment Increase; and (ix) an Appraisal satisfactory to Administrative Agent shall have been obtained not more than 120 days prior to the effectiveness of such Commitment Increase (1) no Event of Default has occurred with respect to those vessels being added as Vessel Collateral and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary shall be satisfied that new or an Assistant Secretary of each Borroweramended security instruments create first priority, perfected Liens on such additional Vessel Collateral subject only to Excepted Liens identified in each case, certifying, with respect to itself, that attached thereto are true and correct copies of clause (1a) the resolutions of the Board of Directors through (or appropriate committee thereofc) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower SublimitSection 9.03. (iiic) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, Subject to acceptance and shall simultaneously make new Advances hereunder in an amount equal recording thereof pursuant to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment IncreaseSection 2.10(d). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the effective date of any specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrowers have paid compensation required by Section 5.02): (A) the amount of the total Commitments shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the making of any Advances on other Loan Documents. In addition, such date pursuant to paragraph (iii) aboveLender or such Additional Lender, all calculations and payments as applicable, shall purchase a pro rata portion of the commitment fee, Letter outstanding Loans (and participation interests in Letters of Credit fees and interest on the Advances shall take into account the actual Commitment Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the total Commitments. (d) Upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Borrowers and the Lender or the Borrowers and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in Section 2.10 (b), the Administrative Questionnaire referred to in Section 2.10(b), if applicable, the written consent which will not be unreasonably withheld of the Administrative Agent, the Swing Line Lender and the principal amount outstanding Issuing Lender to such increase required by Section 2.10(b) and the Additional Lender, if applicable, and such other certificates, opinions and documents as the Administrative Agent may reasonably request, the Administrative Agent shall accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the total Commitments shall be effective for purposes of each Advance made by such Lender during this Agreement unless it has been recorded in the relevant period Register as provided in this Section 2.10(d). The Administrative Agent shall promptly provide a copy of timethe updated Annex I, or a copy of the updated Register, to the Parent Guarantor.

Commitment Increase. At any time (ix) On any date prior to the latest Termination DateDate (but not more than once in any calendar year) in the case of the Revolving Credit Commitments or (y) on or prior to May 1, 2006 in the case of the Term Commitments, in each case, if no Default shall have occurred and be continuing at such time, the Borrowers may Borrower may, if it so elects, increase the aggregate amount of the Revolving Credit Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 or Term Commitments (the “Maximum Accordion Amount”) for all such increases (any such increaseeach, a “Commitment Increase”) ), either by designating one or more of a Person not theretofore a Lender and acceptable to the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) Agent and, in the case of any other Person a Commitment Increase of the Revolving Credit Facility, each Issuing Bank (such acceptance not to be unreasonably withheld), (each such Person, an “Assuming Lender”) to become a Lender or by agreeing with an Affiliate existing Lender that such Lender’s Revolving Credit Commitment or Term Commitment, as the case may be, shall be increased (each such Lender, an “Increasing Lender”). Upon execution and delivery by the Borrower and each Increasing Lender or Assuming Lender (the “Increase Date”) of an instrument of assumption in form and amount reasonably satisfactory to the Agent and each Issuing Bank (each an “Assumption Agreement”), such Increasing Lender shall have a Revolving Credit Commitment or Term Commitment as therein set forth or such Assuming Lender shall become a Lender with a Revolving Credit Commitment or Term Commitment as therein set forth and all the rights and obligations of a Lender (an “Additional Lender”), to become with a party to this AgreementCommitment hereunder; provided that (i) each Additional Lender the Borrower shall be acceptable provide prompt notice of such increase to the Administrative Agent, and each Increasing Lender and each Additional Lender which shall be acceptable to promptly notify the Fronting Banksother Lenders, (ii) the allocations aggregate amount of the Commitment Increase among the Increasing Lenders each such increase which is effective on any day shall be determined by the Administrative Agent in consultation with each Borrowerat least $10,000,000 or an integral multiple thereof, and (iii) the aggregate amount of the Commitment of each Additional Lender Revolving Credit Commitments shall not be less than at no time exceed $5,000,000. The sum 300,000,000, (iv) the aggregate amount of the increases in Term Commitments shall at no time exceed $300,000,000 and (v) the Commitments Agent shall have received on or before such date (A) either (1) certified copies of resolutions of the Increasing Lenders pursuant to this subsection (b) plus the Commitments Board of Directors of the Additional Lenders upon giving Borrower evidencing the ability of the Borrower to effect to the Commitment Increase shall not exceed the amount or (2) a certificate from secretary of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such the Borrower approving such Commitment Increase and that were delivered to the corresponding Agent pursuant to Section 3.01(g)(ii), which resolutions authorize the Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon effect the effective date of any Commitment Increase, have not been amended, modified, rescinded or revoked since the Borrowers shall prepay date they were adopted and continue to be in full force and effect and (B) an opinion of counsel for the outstanding Borrower (which may be in-house counsel), in substantially the form of Exhibit F hereto with such modifications as are reasonably acceptable to the Required Lenders. Upon any increase in the aggregate amount of the Revolving Credit Commitments or Term Commitments pursuant to this Section 2.18, within five Business Days in the case of the Base Rate Advances (if any) in fulloutstanding, and at the end of the then current Interest Period with respect thereto in the case of the Advances comprising each Eurodollar Rate Borrowing then outstanding (but in any event within 45 days), the respective Advances under the applicable Facility shall simultaneously make new Advances hereunder in an amount equal to such prepayment, be reallocated among the Appropriate Lenders so that, after giving effect theretoto such reallocation, the Advances comprising each Borrowing under such Facility and continuing into the subsequent Interest Period are held ratably funded by the Appropriate Lenders in accordance with ratably according to their respective Commitments (after giving effect to under such Commitment Increase)Facility on such day. Prepayments made under this paragraph (iii) Each Lender agrees that the conditions precedent set forth in Section 3.02 shall not apply to any additional amounts required to be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made funded by such Lender during the relevant period of timepursuant to this Section 2.18.

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateterms and conditions set forth herein, the Borrowers may increase Borrower shall have the aggregate amount right, without the consent of the Lenders but with the prior approval of the Administrative Agent, to cause from time to time an increase in the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 of the Lenders (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating adding to this Agreement one or more of additional financial institutions that is not already a Lender hereunder and that is reasonably satisfactory to the existing Lenders Administrative Agent or by allowing one or more Affiliates thereof existing Lenders to increase their respective Commitments (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an a “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional CI Lender”); provided, to become a party to this Agreement; provided however that (i) no Event of Default shall have occurred which is continuing, (ii) no such Commitment Increase shall cause the Commitments under this Agreement to exceed $2,250,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent, (iv) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each Additional CI Lender shall execute a joinder agreement in the form of Exhibit E attached hereto (a “Joinder Agreement”). (b) Any Commitment Increase shall be acceptable requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, and each Increasing Lender and each Additional Lender such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, which date shall be acceptable to no earlier than five (5) Business Days after receipt by the Fronting BanksAdministrative Agent of such Notice of Commitment Increase, (ii) the allocations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender, and (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase among Effective Date (as defined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Increasing Lenders Borrower whether or not the Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), the Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be determined effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in consultation accordance with each Borrowerthe respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a CI Lender’s increased Commitment or a CI Lender’s new Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of each Additional Lender shall not be less than $5,000,000. The sum of the increases a Commitment Increase Effective Date (without regard to any increase in the Commitments aggregate principal amount of the Increasing Lenders pursuant to this subsection (b) plus the Commitments Loans as a result of the Additional Lenders upon borrowings made after giving effect to the Commitment Increase shall on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not exceed the amount increase its respective Commitment as a result of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender whose relative percentage of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which Commitments shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (reduced after giving effect to such Commitment Increase). Prepayments made under this paragraph ; and (iii) shall not be subject “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (without regard to the notice requirements effect of Section 2.12. (iv) Notwithstanding any provision contained herein borrowings made on such Commitment Increase Effective Date after giving effect to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncrease).

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in 744162621 paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i) On any date prior From time to time after the latest Termination Effective Date, the Borrowers Revolving Commitments may increase be increased (but in no event in excess of $150,000,000 in the aggregate amount of the Commitments by an amount not less than $50,000,000 for any all such increase but not more than $500,000,000 increases) (the “Maximum Accordion AmountCommitment Increase Cap”) for all such increases that the Aggregate Revolving Commitment shall at no time exceed $750,000,000 (any such increase, a “Commitment Increase”) by designating one or more at the option of the existing Lenders or one or more Affiliates thereof (each Borrower pursuant to delivery of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at written notice from the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate Borrower of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable proposed Commitment Increase to the Administrative Agent, and Agent if each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the following conditions have been met: (1) no Default or Event of Default shall exist; (2) no Commitment Increase among the Increasing Lenders shall may be determined by the Administrative Agent in consultation with each Borrower, and (iii) the an amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of 10,000,000; (3) the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the proposed Commitment Increase shall have been consented to in writing by Administrative Agent and each existing Lender (if any) who is increasing its Revolving Commitment; (4) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the amount Commitment Increase Cap; and (5) Administrative Agent shall have received amendments to this Agreement and the Loan Documents, joinder agreements for any new Lenders, and all other promissory notes, agreements, documents and instruments reasonably satisfactory to Administrative Agent in its reasonable discretion evidencing and setting forth the conditions of the Commitment Increase. The Borrowers Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.02(b) shall provide prompt notice not require the consent of any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with such proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after Increase. After giving effect to such any Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in Increase, it may be the case of any representation or warranty already qualified by materialitythat the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to remedy the foregoing, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon on the effective date of any the applicable Commitment Increase, the Borrowers Revolving Lenders (including, without limitation, any new Lenders) shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, advances among themselves so that, that after giving effect thereto, thereto the Advances are Revolving Loans will be held ratably by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with their respective Commitments the Applicable Percentages hereunder (after giving effect to such the applicable Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i) On any date prior Promptly after receiving a request from the Borrower for an increase of up to $90,000,000 in the latest Termination aggregate Revolving Credit Commitments (a "Commitment Increase"), to be effective as of the applicable Increase Date, the Borrowers may Administrative Agent shall notify the Lenders of such request by the Borrower, which notice shall include the date by which the Lenders wishing to participate in the Commitment Increase in their sole discretion must commit to an increase in the amount of their respective Revolving Credit Commitments (the "Commitment Date"); provided, however, that no more than two such Commitment Increases shall be made; and provided, further, that the aggregate amount of the Commitments by an amount not less than $50,000,000 for Revolving Credit Commitments, after giving effect to any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of , shall not exceed $340,000,000. Each Lender that is willing to participate in the existing Lenders or one or more Affiliates thereof requested Commitment Increase (each of whichan "Increasing Lender") shall, in its sole discretion, may determine whether and give written notice to what degree the Administrative Agent on or prior to participate in such the Commitment Increase) or one or more other Persons that at Date of the time agree, in the case of any existing Lender, amount by which it is willing to increase its Commitment (an “Revolving Credit Commitment; provided, however, that the increase in such Increasing Lender”) and, 's Revolving Credit Commitment shall be in the case of any other Person an amount equal to $5,000,000 or an Affiliate integral multiple of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent $1,000,000 in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banksexcess thereof. (ii) Any Promptly following the Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the existing Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the existing Lenders are willing to participate in the requested Commitment Increase on any such Commitment Date is more than the requested Commitment Increase, then each Increasing Lender's additional Revolving Credit Commitment shall be reduced on a pro rata basis so that the aggregate additional Revolving Credit Commitments equal the requested Commitment Increase. If the aggregate amount by which the existing Lenders are willing to participate in the requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may extend offers to one or more financial institutions or Eligible Assignees to participate in any portion of the requested Commitment Increase that has Credit Agreement FMC Corporation not been committed to by the Lenders as of such Commitment Date; provided, however, that the Commitment of each such financial institution or Eligible Assignee shall be in an amount equal to $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (iii) Each Commitment Increase shall become effective upon a date (Aeach an "Increase Date") on or after the satisfaction of conditions precedent to be agreed by the Administrative Agent and the Loan Parties (which may include, without limitation, increases in the Applicable Margin, fees, amendments and covenants) and the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each following (or due waiver of such Lender described in paragraph (iii) below, (C) receipt condition or requirement by the Administrative Agent of a certificate Agent): (the statements contained in which shall be trueA) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1x) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct certified copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such the Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase modifications to this Agreement and (2y) all governmental an opinion of counsel for the Borrower (which may be in-house counsel), in a form reasonably satisfactory to the Administrative Agent; (B) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and regulatory authorizations and approvals required the Administrative Agent; (C) a Joinder Agreement from each financial institution or Eligible Assignee that accepts an offer to be obtained by such Borrower for participate in such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments clause (after giving effect to such Commitment Increasei) above (each, an "Additional Lender"). Prepayments made under this paragraph (iii) shall not be subject , if any, in form and substance satisfactory to the notice requirements of Section 2.12Borrower and the Administrative Agent, duly executed by such financial institution or Eligible Assignee, the Administrative Agent and the Borrower; (D) any costs, expenses, fees and other amounts then due hereunder or as otherwise agreed to by the Borrower, the Administrative Agent, the Syndication Agents and the Arrangers; and (E) such other document as the Administrative Agent or any Lender through the Administrative Agent may reasonably request. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date As of any Increase Date, (A) the Revolving Credit Commitment of each Increasing Lender for the requested Commitment Increase and shall be increased by the making of any Advances on amount set forth in such date Lender's confirmation delivered pursuant to paragraph clause (iiiB) above, all calculations (B) each Additional Lender shall be deemed to become a Lender party to this Agreement and payments (C) the Administrative Agent shall notify the Lenders (including each Additional Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the commitment fee, Letter occurrence of Credit fees the Commitment Increase to be effected on such Increase Date and interest on shall record in the Advances shall take into account Register the actual Commitment of relevant information with respect to each Increasing Lender and the principal amount outstanding of each Advance made by Additional Lender on such Lender during the relevant period of timedate.

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateterms and conditions set forth herein, the Borrowers may increase Borrower shall have the aggregate amount right, without the consent of the Lenders, from time to time to cause an increase in the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 of the Lenders (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating adding to this Agreement one or more of additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the existing Lenders Administrative Agent and each Issuing Bank (each, a “CI Lender”) or by allowing one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, Lenders to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreementtheir respective Commitments; provided that (i) each Additional Lender both before and immediately after giving effect to such Commitment Increase, no Event of Default shall have occurred and be acceptable to continuing as of the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banksrelevant Commitment Increase Effective Date, (ii) the allocations of the no such Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrowerless than $10,000,000, and (iii) the aggregate amount of the all such Commitment of each Additional Lender Increases shall not exceed $100,000,000, (iv) no Lender’s Commitment shall be less than $5,000,000. The sum increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) if, on the effective date of such increase, any Loans have been funded, then the increases in the Commitments of the Increasing Lenders Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to this subsection Section 2.15 in connection with the reallocation of such outstanding Loans. (b) plus The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy 2.02. Each such Notice of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon specify (Ai) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of an agreement such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of all Commitment Increases does not exceed the amount set forth in form subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and substance satisfactory (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date. (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent signed by such CI Lender’s New Funds Amount, which amount, for each Borrower, each Increasing Lender and each Additional such CI Lender, setting forth the new Commitment of each shall constitute Loans made by such Lender and setting forth the agreement of each Additional CI Lender to become a party the Borrower pursuant to this Agreement and on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to be bound increase its Commitment shall, by all wire transfer of immediately available funds, deliver to the terms and provisions hereof binding upon Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, (B) the funding by each Lender of the Advance(s) to be shall constitute Loans made by each such Lender described in paragraph to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) below, (C) receipt by the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means, on any Commitment Increase Effective Date, the amount equal to the product of a certificate Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the statements contained aggregate Commitments after giving effect to any Commitment Increase on such Commitment Increase Effective Date, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to such Commitment Increase, if any, as of such Commitment Increase Effective Date (without regard to any increase in which shall be true) the aggregate principal amount of an Authorized Officer Loans as a result of each Borrower stating that both before and Borrowings made after giving effect to such Commitment Increase on such Commitment Increase Effective Date); (1ii) no Event “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and whose relative percentage of the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to Commitments shall be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (reduced after giving effect to such Commitment Increase). Prepayments made under this paragraph ; and (iii) shall not be subject to “Reduction Amount” means the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of any Commitment Increase and Effective Date as a result of the making Commitment Increase occurring on such Commitment Increase Effective Date (without regard to the effect of any Advances Borrowings made on such date pursuant Commitment Increase Effective Date after giving effect to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest Commitment Increase occurring on the Advances shall take into account the actual such Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncrease Effective Date).

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 1,500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting BanksBanks and the Swing Line Lenders, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each BorrowerFE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of FE and each other Borrower, if any, electing to increase its Borrower Sublimit in each case, connection with such Commitment Increase certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of FE and such other Borrower approving electing to increase its Borrower Sublimit in connection with such Commitment Increase, approving, in the case of FE, such Commitment Increase and and, in the corresponding case of such other Borrower, such increase in its Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by FE and such other Borrower for such Commitment Increase and or increase in its the applicable Borrower Sublimit, as the case may be. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Pro-Rata Advances (if any) in full, and shall simultaneously make new Pro-Rata Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Pro-Rata Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Pro-Rata Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i) On any date prior 2.9.1 In the event that the Parent Borrower wishes to the latest Termination Date, the Borrowers may increase the aggregate amount Commitment of any Class at any time (and from time to time) when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Offered Increase Amount”) for all of such increases proposed increase (any such increasenotice, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional LenderIncrease Notice”), to become a party to this Agreement; provided that (i) each Additional Lender any such request shall be acceptable to in a minimum amount of $20,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) immediately after giving effect to any increase, the allocations aggregate amount of increases under all Classes pursuant to this Section 2.9.1 shall not exceed an amount equal to $150,000,000 minus the aggregate amount by which the Aggregate Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrowertheretofore have been increased pursuant to Section 2.10, and (iii) the amount of the Commitment of each Additional Lender Parent Borrower shall not be less make more than $5,000,000. The sum of the increases in the four requests to increase Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b2.9 and (iv) no existing Lender shall be obligated to increase its Commitment as a result of any request for a increase by the Administrative AgentParent Borrower unless it agrees in its sole discretion to do so. The Parent Borrower may, which shall promptly provide a copy at its election, (x) offer to one or more of such notice to the Lenders and the Fronting Banks. opportunity to participate in all or a portion of the Offered Increase Amount and/or (iiy) Any Commitment Increase shall become effective upon (A) with the receipt by consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer to one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of an agreement the Offered Increase Amount pursuant to Section 2.9.2 below. 2.9.2 Any additional bank, financial institution or other entity to which the Parent Borrower offers participation in form the Offered Increase Amount and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender which elects to become a party to this Agreement and provide a Commitment in the amount so offered pursuant to Section 2.9.1(y) shall execute a New Lender Supplement with the Parent Borrower and the Administrative Agent, whereupon such bank, financial institution or other entity (each a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by all and entitled to the terms benefits of this Agreement, and provisions hereof binding upon each Schedule 1.1(a) shall be deemed to be amended to add the name and Commitment of such New Lender, (B) provided that the funding by each Commitment of any such new Lender of the Advance(s) to shall be made by each in an amount not less than $15,000,000 or such Lender described in paragraph (iii) below, (C) receipt lesser amount as agreed upon by the Parent Borrower and the Administrative Agent of a certificate (the statements contained in Agent. 2.9.3 Any Lender which shall be true) of accepts an Authorized Officer of each Borrower stating that both before and after giving effect offer to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt it by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each BorrowerParent Borrower to increase its Commitment pursuant to Section 2.9.1 shall, in each case, certifyingexecute a Commitment Increase Supplement with the Parent Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to itselfthe full amount of its Commitment as so increased, that attached thereto are true and correct copies of (1Schedule 1.1(a) shall be deemed to be amended to so increase the resolutions of the Board of Directors (or appropriate committee thereof) Commitment of such Borrower approving such Commitment Increase and Lender. 2.9.4 To the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required extent necessary to be obtained by such Borrower for such Commitment Increase and keep the outstanding Loans ratable in the event of any non-ratable increase in its Borrower Sublimit. (iii) Upon the Aggregate Revolving A Commitment, Revolving B Commitment or any new Class previously established pursuant to Section 2.10, on the effective date of any Commitment Increasesuch increase, (i) all then outstanding Loans of the affected Class (the “Initial Loans”) shall be deemed to be repaid, (ii) immediately after the effectiveness of any such increase, the relevant Borrowers shall prepay be deemed to have made new borrowings (the outstanding Advances (if any“Subsequent Borrowings”) in fullan aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.3, and (iii) each applicable Lender shall simultaneously make new Advances hereunder pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such prepayment, so that, Lender’s pro rata share (calculated after giving effect theretoto the increase) of the Subsequent Borrowings and (z) such Lender’s pro rata share (calculated without giving effect to the increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Advances are held Administrative Agent shall pay to each applicable Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata share (calculated without giving effect to the increase) of the Initial Loans and (z) such Lender’s pro rata share (calculated after giving effect to the increase) of the amount of the Subsequent Borrowings, (v) the applicable Lenders shall be deemed to hold the Subsequent Borrowings ratably by the Lenders in accordance with their respective Commitments Revolving A Commitment or Revolving B Commitment, as the case may be (calculated after giving effect to such Commitment Increasethe increase), and (vi) the relevant Borrowers shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto. Prepayments made under The conversion of the Initial Loans pursuant to this paragraph (iii) Section 2.9.4 above shall not be subject to indemnification by the notice requirements relevant Borrowers pursuant to the provisions of Section 2.12. (iv) Notwithstanding any provision contained herein to 4.8 if the contrary, from and after the effective date of any Commitment Increase and increase occurs other than on the making last day of the Interest Period relating thereto. 2.9.5 Notwithstanding anything to the contrary herein, prior to the effectiveness of any Advances on such date increase in the Commitments pursuant to paragraph (iii) abovethis Section 2.9, all calculations and payments the Administrative Agent shall have received a certificate of the commitment feesecretary or assistant secretary of the Parent Borrower (or such other Person as is reasonably acceptable to the Administrative Agent) certifying that attached thereto is a true, Letter correct and complete copy of Credit fees and interest on the Advances shall take into account resolutions duly adopted by the actual Commitment Board of Directors or comparable governing body of each Lender and Credit Party authorizing or consenting to such increased Commitments, in each case to the principal amount outstanding of each Advance made by extent such Lender during resolutions have not previously been delivered to the relevant period of timeAdministrative Agent.

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 1,500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting BanksBanks and the Swing Line Lenders, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each BorrowerFE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.,

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateterms and conditions set forth herein, the Borrowers may increase Borrower shall have the aggregate amount right, without the consent of the Banks but with the prior approval of the Administrative Agent and each L/C Issuer (such approval not to be unreasonably withheld, delayed or conditioned), to cause from time to time and at any time an increase in the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 of the Banks (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating adding to this Agreement one or more of the existing Lenders additional financial institutions that is not already a Bank hereunder (each a “CI Bank”) or by allowing one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, Banks to increase its Commitment (an “Increasing Lender”) andtheir respective Commitments; provided, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided however that (i) each Additional Lender no Event of Default shall have occurred which is then continuing, (ii) no such Commitment Increase shall cause the Total Committed Amount to exceed $3,000,000,000, (iii) no Bank’s Commitment shall be acceptable increased without such Bank’s prior written consent (which consent may be given or withheld in such Bank’s sole and absolute discretion), and (iv) if, on the effective date of such increase, any Eurodollar Advances have been made, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Eurodollar Advances. (b) Any Commitment Increase shall be requested by written notice from the Borrower to the Administrative AgentAgent (a “Notice of Commitment Increase”) in the form of Exhibit F attached hereto. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, and each Increasing Lender and each Additional Lender which date shall be acceptable to no earlier than five (5) Business Days after receipt by the Fronting BanksAdministrative Agent of such Notice of Commitment Increase, (ii) the allocations amount of the requested Commitment Increase, (iii) the identity of each CI Bank or Bank (or any combination thereof) that has agreed in writing to increase its Commitment hereunder and (iv) the amount of the respective Commitments of the then existing Banks that are increasing their respective Commitments and the CI Banks from and after the Commitment Increase among Effective Date (as defined below). If the Increasing Lenders Administrative Agent and each L/C Issuer approve such CI Bank (such approval not to be unreasonably withheld or delayed) and consent to such Commitment Increase (such consent not to be unreasonably withheld or delayed), all such Persons shall execute a counterpart to the Notice of Commitment Increase and such Commitment Increase shall be determined effective on the proposed effective date set forth in the Notice of Commitment Increase or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Advances outstanding as of such date, (i) each CI Bank shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Bank’s New Funds Amount (as defined below), which amount, for each such CI Bank, shall constitute Advances made by such CI Bank to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Bank (as defined below) its Reduction Amount (as defined below), which amount, for each such Reducing Percentage Bank (as defined below), shall constitute a prepayment by the Borrower pursuant to Section 2.10, ratably in consultation accordance with each Borrowerthe respective principal amounts thereof, of the principal amounts of all then outstanding Advances of such Reducing Percentage Bank, and (iii) the Borrower shall be responsible to pay to each Bank any breakage fees or costs in connection with the reallocation of any outstanding Eurodollar Advances. (d) For purposes of this Section 2.20 and Exhibit F, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Bank’s increased Commitment or a CI Bank’s Commitment (as applicable) represented as a percentage of the Total Committed Amount after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Advances immediately prior to giving effect to the Commitment Increase, if any, as of each Additional Lender shall not be less than $5,000,000. The sum of the increases a Commitment Increase Effective Date (without regard to any increase in the Commitments aggregate principal amount of the Increasing Lenders pursuant to this subsection (b) plus the Commitments Advances as a result of the Additional Lenders upon borrowings made after giving effect to the Commitment Increase shall on such Commitment Increase Effective Date); (ii) “Reducing Percentage Bank” means each then existing Bank immediately prior to giving effect to the Commitment Increase that does not exceed the amount increase its respective Commitment as a result of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender whose Pro Rata Share of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which Commitments shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (reduced after giving effect to such Commitment Increase). Prepayments made under this paragraph ; and (iii) shall not be subject “Reduction Amount” means the amount by which a Reducing Percentage Bank’s outstanding Advances decrease as of a Commitment Increase Effective Date (without regard to the notice requirements effect of Section 2.12. (iv) Notwithstanding any provision contained herein borrowings made on such Commitment Increase Effective Date after giving effect to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncrease).

Commitment Increase. The Amendment No. 1 Increasing Bank (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount confirms that it has received a copy of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (Existing Credit Agreement and the “Maximum Accordion Amount”) for all such increases (any such increaseschedules and exhibits thereto, a “Commitment Increase”) by designating one or more together with copies of the existing Lenders or one or more Affiliates thereof (each of which, in financial statements referred to therein and such other documents and information as it has deemed appropriate to make its sole discretion, may determine whether own credit analysis and decision to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to enter into this AgreementAmendment; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations acknowledges that none of the Agents or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by any such Agent hereafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by such Agent to the Amendment No. 1 Increasing Bank; (iii) represents to each Agent that it has, independently and without reliance upon any Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower and made its own decision to enter into this Amendment and to extend the Amendment No. 1 Commitment Increase among to the Increasing Lenders Borrower; (iv) agrees that it will, independently and without reliance upon any Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under the Amended Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower; (v) appoints and authorizes the Administrative Agent as its agent under the Amended Credit Agreement and hereby authorizes the Administrative Agent to take such action on its behalf and to exercise such rights, remedies, powers and privileges thereunder as are specifically authorized to be determined exercised by the Administrative Agent in consultation by the terms of the Amended Credit Agreement, together with each Borrowersuch rights, remedies, powers and privileges as are reasonably incidental thereto; and (iiivi) agrees that it will perform in accordance with the amount terms of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum Amended Credit Agreement all of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, obligations which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement thereof are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained performed by such Borrower for such Commitment Increase it as an Increasing Bank and increase in its Borrower Sublimita Bank. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. The Borrower may at any time and from time to time, but not more frequently than once in any calendar quarter (unless otherwise agreed to by the Agent in its sole and absolute discretion) at the Borrower’s sole cost, expense and effort, request any one or more of the Lenders (other than a Delinquent Lender), an Affiliate of a Lender (other than a Delinquent Lender) or any other Person satisfactory to the Agent (each such Person, a “New Lender”) to increase its Commitment Amount or to provide a new Commitment, as the case may be (the decision to be within the sole and absolute discretion of such Lender or Affiliate), by submitting a written request to the Agent in the form of Exhibit F attached hereto (each a “Commitment Increase Supplement”), duly executed by the Borrower, and each such Lender, Affiliate or New Lender, as the case may be. The submission of each Commitment Increase Supplement shall be deemed to be a certification to the effect that the representations and warranties of the Borrower contained in this Agreement and the other Loan Documents are true and correct on and as of the date of such submission (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). If such Commitment Increase Supplement is in all respects satisfactory to the Agent, the Agent shall execute such Commitment Increase Supplement and deliver a copy thereof to the Borrower and each Lender, Affiliate or New Lender, as the case may be. Upon execution and delivery of such Commitment Increase Supplement by the Agent (i) On any date prior in the case of each such Lender, such L▇▇▇▇▇’s Commitment Amount shall be increased to the latest Termination Dateamount set forth in such Commitment Increase Supplement and (ii) in the case of each such Affiliate or New Lender, such Affiliate or New Lender shall thereupon be a party hereto and shall for all purposes of the Loan Documents be deemed a “Lender” having a Commitment in the Commitment Amount set forth in such Commitment Increase Supplement; provided, that: (a) immediately after giving effect thereto, the Borrowers may Aggregate Commitment Amount would not exceed $1,000,000,000; (b) each increase the aggregate amount of the Commitments by Aggregate Commitment Amount pursuant to this Section 2.19 shall be in an amount not less than $50,000,000 for any 10,000,000 and in an integral multiple of $1,000,000, in each case or such increase but not more than $500,000,000 lower amount as approved by the Agent in its sole discretion; (the “Maximum Accordion Amount”c) for all such increases (if Loans would be outstanding immediately after giving effect to any such increase, a “Commitment Increase”then simultaneously with such increase (1) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any each such Affiliate or New Lender and each other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit E attached hereto, pursuant to which each such other Lender shall have assigned to each such Lender, Affiliate or New Lender, as the case may be, a portion of its Loans to the Administrative AgentBorrower necessary to reflect proportionately the Commitment Percentages, and (2) in connection with such assignment, each Increasing such Lender and each Additional such Affiliate or New Lender shall be acceptable pay to the Fronting BanksAgent, (ii) for the allocations account of the Commitment Increase among the Increasing Lenders other Lenders, such amount as shall be determined by necessary to appropriately reflect the Administrative Agent in consultation with each Borrower, and (iii) the amount assignment to it of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase Loans pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.2.19; and (iid) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, immediately after giving effect thereto, the Advances are held ratably by Agent shall revise Schedule I hereto to reflect such increase and any deemed master assignment and acceptance agreement and circulate such revised Schedule I to the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant Borrower, which revised Schedule I shall be deemed to paragraph (iii) above, all calculations be a part hereof and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made be incorporated by such Lender during the relevant period of timereference herein.

Commitment Increase. Upon 15 days' advance written notice from the Borrower to the Banks, and in increments of $2.5 million, up to $12.5 million of the amount available under the Aggregate Revolving Credit Commitment may be converted to amounts available under the Employee Loan Commitment, and up to $12.5 million of the amount available under the Employee Loan Commitment may similarly be converted to amounts available under the Aggregate Revolving Credit Commitment; provided, however, that such conversions may be implemented on no more than two occasions during any fiscal year of the Borrower; and provided, further, that any Loans outstanding which would cause the applicable Commitment as a result of such conversions to be exceeded shall be repaid in the amount of such excess before giving effect to any such conversions. Each increase hereunder in the Employee Loan Commitment or the Aggregate Revolving Credit Commitment shall reduce, dollar for dollar, the amount available under the Aggregate Revolving Credit Commitment or the Employee Loan Commitment, respectively. The Revolving Credit Commitment and the Employee Loan Participation of each Bank shall be ratably increased or decreased, as appropriate, with each increase or decrease in the Aggregate Revolving Credit Commitment and the Employee Loan Commitment. At no time shall (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than Aggregate Revolving Credit Commitment exceed $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks107.5 million, (ii) the allocations of the Employee Loan Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrowerexceed $37.5 million, and or (iii) the amount aggregate of the Commitment of each Additional Lender shall not be less than Total Commitments exceed $5,000,000120 million. The sum of Aggregate Revolving Credit Commitment in effect on the increases in the Commitments of the Increasing Lenders Maturity Date for Employees Loans, as such amount has been increased or decreased pursuant to this subsection (b) plus d), shall continue in effect as the Commitments of the Additional Lenders upon giving effect to the Aggregate Revolving Credit Commitment Increase shall not exceed the thereafter, except as such amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase may be reduced pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. subsection (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iiie) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each BorrowerFE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the 40 752938400 increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, case certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower SublimitIncrease. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (a) Borrower and Guarantors hereby acknowledge and agree that as of the Effective Date (as hereinafter defined) and following satisfaction of all conditions thereto as provided herein, the amount of each Revolving Credit Lender’s Revolving Credit Commitment and each Term Loan Lender’s Term Loan Commitment, as applicable, shall be the amount set forth on Schedule 1.1 attached hereto (the respective amounts by which the Total Revolving Credit Commitment and the Total Term Loan Commitment are being increased hereby being referred to herein collectively as the “Commitment Increase”). In connection with the Commitment Increase, (i) each Revolving Credit Lender which is increasing its Revolving Credit Commitment shall be issued a new Revolving Credit Note in the principal face amount of its Revolving Credit Commitment, which will be a “Revolving Credit Note” under the Credit Agreement, and (ii) each Term Loan Lender which is increasing its Term Loan Commitment shall be issued a new Term Loan Note in the principal face amount of its Term Loan Commitment, which will be a “Term Loan Note” under the Credit Agreement, and each such increasing Lender will promptly after receipt of such new Revolving Credit Note and/or Term Loan Note, as the case may be, return to Borrower its existing Revolving Credit Note and/or Term Loan Note, as the case may be, marked “Replaced.” (b) On any date prior to the latest Termination Effective Date, the Borrowers outstanding principal balance of the Revolving Credit Loans shall be reallocated among the Revolving Credit Lenders such that the outstanding principal amount of Revolving Credit Loans owed to each Revolving Credit Lender shall be equal to such Revolving Credit ▇▇▇▇▇▇’s Revolving Credit Commitment Percentage of the outstanding principal amount of all Revolving Credit Loans. The participation interests of the Revolving Credit Lenders in Swing Loans and Letters of Credit shall be similarly adjusted. Each of those Revolving Credit Lenders whose Revolving Credit Commitment Percentage is increasing shall advance the funds to the Agent and the funds so advanced shall be distributed among the Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing as necessary to accomplish the required reallocation of the outstanding Revolving Credit Loans, as necessary to accomplish the required reallocation of the outstanding principal balance of the Revolving Credit Loans. (c) Subject to the terms and conditions of the Credit Agreement (as amended hereby), the Term Loan Lenders whose Term Loan Commitments are increasing on the Effective Date (the “Increasing Term Loan Lenders”) shall severally and not jointly lend to the Borrower, and the Borrower may increase borrow from time to time up to a maximum of two (2) times, but only during the period beginning on the Effective Date and ending on the date that is sixty (60) days after the Effective Date (the “Term Loan Increase Commitment Period”), upon notice by the Borrower to the Agent given in accordance with §2.7(b) of the Credit Agreement, such sums as are requested by the Borrower for the purposes set forth in §2.9 of the Credit Agreement up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) with respect to each Increasing Term Loan Lender, the amount by which such Increasing Term Loan Lender’s Term Loan Commitment is increased on the Effective Date, and (ii) such Increasing Term Loan Lender’s Term Loan Commitment Percentage of the sum of (A) the Borrowing Base Availability minus (B) the sum of (1) the principal amount of all outstanding Revolving Credit Loans, Term Loans and Swing Loans, plus (2) the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increaseLetter of Credit Liabilities; provided, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of whichthat, in its sole discretionall events no Default or Event of Default shall have occurred and be continuing; and provided, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons further, that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the outstanding principal amount of the Commitment Revolving Credit Loans, Term Loans (after giving effect to all amounts requested), Swing Loans and Letter of each Additional Lender Credit Liabilities shall not be less than $5,000,000. The sum at any time (X) exceed the lesser of (A) Borrowing Base Availability and (B) the Total Commitment or (Y) cause a violation of the increases covenants set forth in the Commitments §7.19 or §9.1 of the Increasing Lenders pursuant to this subsection (b) plus Credit Agreement, nor shall the Commitments outstanding principal amount of the Additional Lenders upon Term Loans (after giving effect to all amounts requested) exceed the Total Term Loan Commitment (after giving effect to the Commitment Increase Increase). Borrower shall not exceed have the right to draw down any Term Loans in respect of the Commitment Increase after the Term Loan Increase Commitment Period has expired, and the amount of any Term Loan requested during the Term Loan Increase Commitment Increase. The Borrowers Period shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agentbe, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments terms of the commitment feeCredit Agreement, Letter not less than $10,000,000.00 and increments of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time$5,000,000.00 in excess thereof.

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateterms and conditions set forth herein, the Borrowers may increase Borrower shall have the aggregate amount right, without the consent of the Lenders, to cause an increase in the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 of the Lenders (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating adding to this Agreement one or more of additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the existing Lenders Administrative Agent, the Swingline Lender and each Issuing Bank (not to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, Lenders to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreementtheir respective Commitments; provided that (i) each Additional Lender no Event of Default shall have occurred and be acceptable to continuing as of the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banksrelevant Commitment Increase Effective Date, (ii) the allocations of the no such Commitment Increase among the Increasing Lenders shall be determined by less than $25,000,000, unless the Administrative Agent in consultation with each Borrower, and otherwise consents to a smaller amount (iii) the aggregate amount of the all such Commitment of each Additional Lender Increases shall not exceed $750,000,000, (iv) no Lender’s Commitment shall be less than $5,000,000. The sum increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) if, on the effective date of such increase, any Loans have been funded, then the increases in the Commitments of the Increasing Lenders Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to this subsection Section 2.16 in connection with the reallocation of such outstanding Loans. (b) plus The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy 2.02. Each such Notice of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon specify (Ai) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of an agreement such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of all Commitment Increases does not exceed the amount set forth in form subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and substance satisfactory (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date. (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent signed by such CI Lender’s New Funds Amount, which amount, for each Borrower, each Increasing Lender and each Additional such CI Lender, setting forth the new Commitment of each shall constitute Loans made by such Lender and setting forth the agreement of each Additional CI Lender to become a party the Borrower pursuant to this Agreement and on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to be bound increase its Commitment shall, by all wire transfer of immediately available funds, deliver to the terms and provisions hereof binding upon Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, (B) the funding by each Lender of the Advance(s) to be shall constitute Loans made by each such Lender described in paragraph to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) below, (C) receipt by the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a certificate Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the statements contained aggregate Commitments after giving effect to any Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in which shall be true) the aggregate principal amount of an Authorized Officer Loans as a result of each Borrower stating that both before and borrowings made after giving effect to such Commitment Increase on such Commitment Increase Effective Date); (1ii) no Event “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and whose relative percentage of the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to Commitments shall be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (reduced after giving effect to such Commitment Increase). Prepayments made under this paragraph ; and (iii) shall not be subject to “Reduction Amount” means the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of any Commitment Increase and Effective Date (without regard to the making effect of any Advances borrowings made on such date pursuant Commitment Increase Effective Date after giving effect to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest Commitment Increase occurring on the Advances shall take into account the actual such Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncrease Effective Date).

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateterms and conditions set forth herein, the Borrowers may increase Borrower shall have the aggregate amount right, without the consent of the Lenders, to cause an increase in the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 of the Lenders (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating adding to this Agreement one or more of additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the existing Lenders Administrative Agent, the Swingline Lender and each Issuing Bank (not to be unreasonably withheld, delayed or conditioned) (each, a “CI Lender”) or by allowing one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, Lenders to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreementtheir respective Commitments; provided that (i) each Additional Lender no Event of Default shall have occurred and be acceptable to continuing as of the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banksrelevant Commitment Increase Effective Date, (ii) the allocations of the no such Commitment Increase among the Increasing Lenders shall be determined by less than $25,000,000, unless the Administrative Agent in consultation with each Borrower, and otherwise consents to a smaller amount (iii) the aggregate amount of the all such Commitment of each Additional Lender Increases shall not exceed $750,000,000, (iv) no Lender’s Commitment shall be less than $5,000,000. The sum of the increases increased without such Lender’s prior written consent (which consent may be given or withheld in such ▇▇▇▇▇▇’s sole and absolute discretion), (v) upon any increase in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b2.02, the Multicurrency Commitments of the Lenders shall be adjusted to reflect all Lenders’ (including any CI Lender’s) to Applicable Percentage of the Administrative AgentMulticurrency Commitments at such time and (vi) if, which shall promptly provide a copy on the effective date of such notice increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the Lenders and reallocation of such outstanding Loans; provided further that no Commitment Increase shall increase the Fronting BanksAlternative Currency LC Sublimit or the total Multicurrency Commitments without the consent of each Lender. (iib) Any The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase shall become effective upon specify (Ai) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of an agreement such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of all Commitment Increases does not exceed the amount set forth in form subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and substance satisfactory (iv) the amount of the respective Commitments of the then existing Lenders and the CI Lenders from and after the Commitment Increase Effective Date. (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Administrative Agent signed by such CI Lender’s New Funds Amount, which amount (A) shall be denominated in the same currency as such outstanding Loans and (B) for each Borrower, each Increasing Lender and each Additional such CI Lender, setting forth the new Commitment of each shall constitute Loans made by such Lender and setting forth the agreement of each Additional CI Lender to become a party the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase its Commitment shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such Lender’s New Funds Amount, which amount (A) shall be denominated in the same currency as such outstanding Loans and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by for each Lender of the Advance(s) to be such Lender, shall constitute Loans made by each such Lender described in paragraph to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) below, (C) receipt by the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a certificate Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the statements contained aggregate Commitments after giving effect to any Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in which shall be true) the aggregate principal amount of an Authorized Officer Loans as a result of each Borrower stating that both before and borrowings made after giving effect to such Commitment Increase on such Commitment Increase Effective Date); (1ii) no Event “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and whose relative percentage of the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to Commitments shall be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (reduced after giving effect to such Commitment Increase). Prepayments made under this paragraph ; and (iii) shall not be subject to “Reduction Amount” means the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of any Commitment Increase and Effective Date (without regard to the making effect of any Advances borrowings made on such date pursuant Commitment Increase Effective Date after giving effect to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest Commitment Increase occurring on the Advances shall take into account the actual such Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of timeIncrease Effective Date).

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 200,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (ia) On any date prior Subject to the latest Termination terms and conditions set forth herein, after the Closing Date, the Borrowers may Lead Borrower shall have the right to request, by written notice to the Agent, an increase the aggregate amount of in the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) in an aggregate amount not to exceed $50,000,000; provided that (a) such Commitment Increase is permitted under the 7.875% Senior Notes Indenture and (b) any Commitment Increase shall be in a minimum aggregate amount of $10,000,000. (b) Each notice submitted pursuant to this Section 2.15 (a “Commitment Increase Notice”) requesting a Commitment Increase shall specify (i) the date on which the Lead Borrower proposes that the Commitment Increase shall be effective, which shall be a date not less than five Business Days (or such shorter period as may be agreed to by designating one or more the Agent) after the date on which such notice is delivered to the Agent, (ii) the amount of the existing Lenders Commitment Increase being requested, (iii) the identity of each Person proposed to become an Increase Loan Lender in connection therewith (it being agreed that (A) any Lender approached to provide any Commitment Increase may elect or one or more Affiliates thereof (each of whichdecline, in its sole discretion, may determine whether to provide such Commitment Increase and (B) any Person that the Lead Borrower proposes to what degree be an Increase Loan Lender, if such Person is not then a Lender, must be an Eligible Transferee and, if such consent would then be required pursuant to the definition of Eligible Transferee for an assignment to such Person of a Commitment or Loan, shall be subject to the written consent of the Agent, the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) and (iv) in no event shall a Defaulting Lender be entitled to participate in such Commitment Increase) . In the event that any Lender or one or more other Persons that at the time agree, Person agrees to participate in the case of any existing Lender, to increase its Commitment Increase (each an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Increase Loan Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective on such date as shall be mutually agreed upon (A) the receipt by the Administrative Agent of an agreement in form Increase Loan Lenders and substance satisfactory to the Administrative Agent signed by each Lead Borrower, each Increasing Lender and each Additional Lender, setting forth which date shall be as soon as practicable after the new Commitment date of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender receipt of the Advance(s) to be made by each Commitment Increase Notice (such Lender described in paragraph (iii) belowdate, (C) receipt by the Administrative Agent “Increase Date”); provided that the establishment of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase shall be subject to the satisfaction of each of the following conditions: (1) no Default or Event of Default has occurred exists and is continuing and or would exist after giving effect thereto; (2) all each of the representations and warranties made by such Borrower any Loan Party set forth in this Agreement are Section 8 hereof or in any other Loan Document shall be true and correct in all material respects (or in the case without duplication of any materiality standard set forth in any such representation or warranty already qualified by materialitywarranty) on and as of the date of such Commitment Increase with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all respectsmaterial respects as of such date (without duplication of any materiality standard set forth in any such representation or warranty); (3) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, other than with respect to itselfsuch Increase Loan Lenders that are Lenders prior to the applicable Increase Date, that attached thereto are true the Commitment Increase shall be effected pursuant to one or more joinder agreements executed and correct copies delivered by the Lead Borrower, the Agent, and the Increase Loan Lenders, each of which shall be reasonably satisfactory to the Lead Borrower, the Agent, and the Increase Loan Lenders; (14) Loan Parties shall execute and deliver or cause to be executed and delivered to the Agent such amendments to the Loan Documents, legal opinions and other documents as the Agent may reasonably request in connection with any such transaction, which amendments, legal opinions and other documents shall be reasonably satisfactory to the Agent; and (5) the resolutions Borrowers shall have paid to the Agent and the Lenders such additional fees as may be agreed to be paid by the Borrowers in connection therewith. (c) On the Increase Date, upon fulfillment of the Board conditions set forth in this Section 2.15, (i) the Agent shall effect a settlement of Directors all outstanding Loans among the Lenders that will reflect the adjustments to the Commitments of the Lenders as a result of the Commitment Increase, (or appropriate committee thereofii) the Agent shall notify the Lenders and Loan Parties of such Borrower approving such the occurrence of the Commitment Increase to be effected on the Increase Date, (iii) Schedule 2.01 shall be deemed modified to reflect the revised Commitments of the affected Lenders and (iv) Notes will be issued, at the expense of the Borrowers, to any Lender participating in the Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimitrequesting a Note. (iiid) Upon The terms and provisions of the effective date of any Commitment Increase, Increase shall be identical to the Borrowers shall prepay Loans and the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so thatCommitments, after giving effect to any amendments thereto, and, for purposes of this Agreement and the Advances are held other Loan Documents, all Loans made under the Commitment Increase shall be deemed to be Loans. Without limiting the generality of the foregoing, (i) the rate of interest applicable to the Commitment Increase shall be the same as the rate of interest applicable to the existing Loans, (ii) unused line fees applicable to the Commitment Increase shall be calculated using the same Applicable Unused Line Fee Percentage applicable to the existing Loans, (iii) the Commitment Increase shall share ratably by in any mandatory prepayments of the Lenders in accordance with their respective Commitments Loans, (iv) after giving effect to such Commitment Increase). Prepayments made under this paragraph Increases, Commitments shall be reduced based on each Lender’s Pro Rata Share, (iiiv) the Commitment Increase shall not rank pari passu in right of payment and security with the existing Loans and shall be subject secured by the same Collateral as the existing Loans, and (vi) the Commitment Increase shall be guaranteed to the notice requirements same extent and by the same Guarantors as the existing Loans; provided that (A) if the Lead Borrower determines to increase the interest rate (including by increasing interest margins or introducing benchmark rate floors) or fees payable in respect of Section 2.12. such Commitment Increase or Loans and other extensions of credit made thereunder, such increase shall be permitted if the interest rate or fees payable in respect of the existing Commitments or Loans and other extensions of credit made thereunder, as applicable, shall be increased, in the same manner, to equal such interest rate or fees payable in respect of such Commitment Increase or Loans and other extensions of credit made thereunder, as the case may be, and (ivB) Notwithstanding the Borrowers, at the Lead Borrower’s election, may pay any provision contained herein to the contrary, from and after the date of upfront fees or closing fees in connection with any Commitment Increase without being required to pay such fees in connection with the existing Commitments or Loans. Each joinder agreement and any amendment to any Loan Document requested by the Agent in connection with the establishment of the Commitment Increase may, without the consent of any of the Lenders, effect such amendments to this Agreement (an “Incremental Commitment Agreement”) and the making of any Advances on such date pursuant to paragraph (iii) aboveother Loan Documents as may be reasonably necessary or appropriate, all calculations and payments in the opinion of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender Agent and the principal amount outstanding Lead Borrower, to effect the provisions of each Advance made by such Lender during the relevant period of timethis Section 2.15.

Commitment Increase. (ia) On any date prior Subject to the latest Termination Dateconditions set forth in Section 2.10(b), the Borrowers Borrower may increase the aggregate amount total Commitments then in effect without the prior written consent of the Commitments Lenders by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (increasing the “Maximum Accordion Amount”) for all such increases (any such increase, Commitment of a “Commitment Increase”) Lender or by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons causing a Person that at the such time agree, in the case of any existing Lender, is not a Lender to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of become a Lender (an “Additional Lender”), . (b) The increase in the total Commitments shall be subject to become a party to this Agreement; provided that the following additional conditions: (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender such increase shall not be less than exceed $5,000,000. The sum of 200,000,000 and the increases in the total Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase after such increase shall not exceed the amount least of (A) $500,000,000, (B) twenty percent (20%) of the Commitment Increase. The Borrowers shall provide prompt notice Parent Guarantor’s Consolidated Net Tangible Assets as of any proposed Commitment Increase pursuant to this Section 2.06(bthe last day of the fiscal quarter immediately preceding such increase for which the most recent internal financial statements are available, plus $25,000,000, and (C) to the Administrative Agent, which shall promptly provide a copy of such notice to amount permitted by the Lenders and the Fronting Banks.Indentures; (ii) Any if the Borrower elects to increase the total Commitments by increasing the Commitment Increase of a Lender, the Borrower and such Lender shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form execute and substance satisfactory deliver to the Administrative Agent signed a certificate substantially in the form of Exhibit H-1 (a “Commitment Increase Certificate”); (iii) if the Borrower elects to increase the total Commitments by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each causing an Additional Lender to become a party to this Agreement Agreement, then the Borrower and such Additional Lender shall execute and deliver to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the statements contained Borrower shall, if requested by the Additional Lender, deliver a Note payable to such Additional Lender or its registered assigns in which a principal amount equal to its Commitment, and otherwise duly completed; provided that such Additional Lender must be reasonably acceptable to the Administrative Agent, the Swing Line Lender and the Issuing Lender; (iv) no Default shall have occurred and be continuing at the effective date of such increase; (v) on the effective date of such increase, no Eurodollar Borrowings shall be trueoutstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (vi) no Lender’s Commitment may be increased without the consent of an Authorized Officer such Lender; (vii) no increase shall be less than $25,000,000 and shall be in a whole multiple of each $5,000,000 in excess thereof; (viii) the Borrower stating that both before and shall remain in compliance with Section 8.16 as of such date after giving effect to the Commitment Increase; and (ix) an Appraisal satisfactory to Administrative Agent shall have been obtained not more than 120 days prior to the effectiveness of such Commitment Increase (1) no Event of Default has occurred with respect to those vessels being added as Vessel Collateral and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary shall be satisfied that new or an Assistant Secretary of each Borroweramended security instruments create first priority, perfected Liens on such additional Vessel Collateral subject only to Excepted Liens identified in each case, certifying, with respect to itself, that attached thereto are true and correct copies of clause (1a) the resolutions of the Board of Directors through (or appropriate committee thereofc) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower SublimitSection 9.03. (iiic) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, Subject to acceptance and shall simultaneously make new Advances hereunder in an amount equal recording thereof pursuant to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment IncreaseSection 2.10(d). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the effective date of any specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the total Commitments shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the making of any Advances on other Loan Documents. In addition, such date pursuant to paragraph (iii) aboveLender or such Additional Lender, all calculations and payments as applicable, shall purchase a pro rata portion of the commitment fee, Letter outstanding Loans (and participation interests in Letters of Credit fees and interest on the Advances shall take into account the actual Commitment Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the total Commitments. (d) Upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or the Borrower and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in Section 2.10(b), the Administrative Questionnaire referred to in Section 2.10(b), if applicable, the written consent which will not be unreasonably withheld of the Administrative Agent, the Swing Line Lender and the principal amount outstanding Issuing Lender to such increase required by Section 2.10(b) and the Additional Lender, if applicable, and such other certificates, opinions and documents as the Administrative Agent may reasonably request, the Administrative Agent shall accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the total Commitments shall be effective for purposes of each Advance made by such Lender during this Agreement unless it has been recorded in the relevant period of timeRegister as provided in this Section 2.10(d).

Commitment Increase. (i) On any date prior 2.9.1 In the event that the Parent Borrower wishes to the latest Termination Date, the Borrowers may increase the aggregate amount Commitment of any Class at any time (and from time to time) when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Offered Increase Amount”) for all of such increases proposed increase (any such increasenotice, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional LenderIncrease Notice”), to become a party to this Agreement; provided that (i) each Additional Lender any such request shall be acceptable to in a minimum amount of $20,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) immediately after giving effect to any increase, the allocations aggregate amount of increases under all Classes pursuant to this Section 2.9.1 shall not exceed an amount equal to $150,000,000 minus the aggregate amount by which the Aggregate Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrowertheretofore have been increased pursuant to Section 2.10, and (iii) the amount of the Commitment of each Additional Lender Parent Borrower shall not be less make more than $5,000,000. The sum of the increases in the four requests to increase Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b2.9 and (iv) no existing Lender shall be obligated to increase its Commitment as a result of any request for an increase by the Administrative AgentParent Borrower unless it agrees in its sole discretion to do so. The Parent Borrower may, which shall promptly provide a copy at its election, (x) offer to one or more of such notice to the Lenders and the Fronting Banks. opportunity to participate in all or a portion of the Offered Increase Amount and/or (iiy) Any Commitment Increase shall become effective upon (A) with the receipt by consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer to one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of an agreement the Offered Increase Amount pursuant to Section 2.9.2 below. 2.9.2 Any additional bank, financial institution or other entity to which the Parent Borrower offers to participate in form the Offered Increase Amount and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender which elects to become a party to this Agreement and provide a Commitment in the amount so offered pursuant to Section 2.9.1(y) shall execute a New Lender Supplement with the Parent Borrower and the Administrative Agent, whereupon such bank, financial institution or other entity (each a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by all and entitled to the terms benefits of this Agreement, and provisions hereof binding upon each Schedule 1.1(a) shall be deemed to be amended to add the name and Commitment of such New Lender, (B) provided that the funding by each Commitment of any such new Lender of the Advance(s) to shall be made by each in an amount not less than $15,000,000 or such Lender described in paragraph (iii) below, (C) receipt lesser amount as agreed upon by the Parent Borrower and the Administrative Agent of a certificate (the statements contained in Agent. 2.9.3 Any Lender which shall be true) of accepts an Authorized Officer of each Borrower stating that both before and after giving effect offer to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt it by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each BorrowerParent Borrower to increase its Commitment pursuant to Section 2.9.1 shall, in each case, certifyingexecute a Commitment Increase Supplement with the Parent Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to itselfthe full amount of its Commitment as so increased, that attached thereto are true and correct copies of (1Schedule 1.1(a) shall be deemed to be amended to so increase the resolutions of the Board of Directors (or appropriate committee thereof) Commitment of such Borrower approving such Commitment Increase and Lender. 2.9.4 To the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required extent necessary to be obtained by such Borrower for such Commitment Increase and keep the outstanding Loans ratable in the event of any non-ratable increase in its Borrower Sublimit. (iii) Upon the Aggregate Revolving A Commitment, Revolving B Commitment or any new Class previously established pursuant to Section 2.10, on the effective date of any Commitment Increasesuch increase, (i) all then outstanding Loans of the affected Class (the “Initial Loans”) shall be deemed to be repaid, (ii) immediately after the effectiveness of any such increase, the relevant Borrowers shall prepay be deemed to have made new borrowings (the outstanding Advances (if any“Subsequent Borrowings”) in fullan aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.3, and (iii) each applicable Lender shall simultaneously make new Advances hereunder pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such prepayment, so that, Lender’s pro rata share (calculated after giving effect theretoto the increase) of the Subsequent Borrowings and (z) such Lender’s pro rata share (calculated without giving effect to the increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Advances are held Administrative Agent shall pay to each applicable Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata share (calculated without giving effect to the increase) of the Initial Loans and (z) such Lender’s pro rata share (calculated after giving effect to the increase) of the amount of the Subsequent Borrowings, (v) the applicable Lenders shall be deemed to hold the Subsequent Borrowings ratably by the Lenders in accordance with their respective Commitments Revolving A Commitment or Revolving B Commitment, as the case may be (calculated after giving effect to such Commitment Increasethe increase), and (vi) the relevant Borrowers shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto. Prepayments made under The conversion of the Initial Loans pursuant to this paragraph (iii) Section 2.9.4 above shall not be subject to indemnification by the notice requirements relevant Borrowers pursuant to the provisions of Section 2.12. (iv) Notwithstanding any provision contained herein to 4.8 if the contrary, from and after the effective date of any Commitment Increase and increase occurs other than on the making last day of the Interest Period relating thereto. 2.9.5 Notwithstanding anything to the contrary herein, prior to the effectiveness of any Advances on such date increase in the Commitments pursuant to paragraph (iii) abovethis Section 2.9, all calculations and payments the Administrative Agent shall have received a certificate of the commitment feesecretary or assistant secretary of the Parent Borrower (or such other Person as is reasonably acceptable to the Administrative Agent) certifying that attached thereto is a true, Letter correct and complete copy of Credit fees and interest on the Advances shall take into account resolutions duly adopted by the actual Commitment Board of Directors or comparable governing body of each Lender and Credit Party authorizing or consenting to such increased Commitments, in each case to the principal amount outstanding of each Advance made by extent such Lender during resolutions have not previously been delivered to the relevant period of timeAdministrative Agent.

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i1) On the Borrower may not propose more than one Commitment Increase during any date prior to period of 12 consecutive months; (2) the latest Termination Date, the Borrowers may increase minimum proposed Commitment Increase for each Commitment Increase Date shall be $100,000,000; (3) in no event shall the aggregate amount of the Commitments by an amount not less than at any time exceed $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) 1,000,000,000; and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (14) no Default or Event of Default has occurred and is continuing and (2) all representations and warranties made by on such Borrower in this Agreement are true and correct in all material respects (or in Commitment Increase Date. The Administrative Agent shall notify the case Lenders promptly upon its receipt of any representation or warranty already qualified by materialitysuch notice. It shall be in each Lender's sole discretion whether to increase its Commitment hereunder in connection with a proposed Commitment Increase. No later than 10 Business Days after its receipt of the Borrower's notice, true and correct in all respectseach Lender that is willing to increase its Commitment hereunder (an "Increasing Lender") and (D) receipt by shall deliver to the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrowernotice, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) which such Lender shall set forth the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and maximum increase in its Commitment to which such Lender is willing to agree, and the Administrative Agent shall promptly provide to the Borrower Sublimit. (iii) Upon a copy of such Increasing Lender's notice. The Administrative Agent shall cooperate with the effective date Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging the proposed Commitment Increase through the increase of any Commitment Increasethe Commitments of one or more of the Lenders and/or the addition as Assuming Lenders of one or more Eligible Assignees acceptable to the Borrower, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase Syndication Agent and the making of any Advances on such date pursuant Administrative Agent and as parties to paragraph this Agreement, provided that (iiiX) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual minimum Commitment of each such Assuming Lender that becomes a party to this Agreement pursuant to this Section 2.05(d) shall be $25,000,000 and (Y) any allocations of Commitments shall be determined by the Borrower (provided that allocations of increases in Commitments among Increasing Lenders shall be based on the ratio of each existing Lender's proposed increased Commitment, if any, to the aggregate of all of the existing Lenders' proposed increased Commitments). If agreement is reached prior to the Commitment Increase Date with the Increasing Lenders and Assuming Lenders, if any, as to a Commitment Increase (the amount of which may be less than that specified in the applicable notice from the Borrower), the Borrower shall deliver, no later than one day prior to the Commitment Increase Date, a notice to the Administrative Agent (and the principal amount outstanding Administrative Agent shall give notice thereof to the Lenders (including any Assuming Lenders)). On the Commitment Increase Date, the Assuming Lenders, if any, shall become Lenders hereunder as of each Advance made the Commitment 35 - 31 - Increase Date and the Commitments of such Increasing Lenders and such Assuming Lenders shall become or be, as the case may be, as of the Commitment Increase Date the amounts specified in the notice delivered by such Lender during the relevant period of time.Borrower to the Administrative Agent; provided that:

Commitment Increase. (i) On any date prior to the latest Termination Date, the Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and, in the case of any other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each BorrowerFE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. (i) On any date prior Subject to the latest Termination Date, the Borrowers may increase the aggregate amount satisfaction of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 conditions precedent set forth in Section 4 below: (the “Maximum Accordion Amount”a) for all such increases (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, Each Increasing Lender party hereto agrees to increase its Commitment to the “Commitment Amount” listed on Schedule I hereto. (an “Increasing b) Each Additional Lender party hereto extends to the Borrowers, on the Amendment Date, such Additional Lender”) and, ’s Commitment in the case of any other Person or an Affiliate of amount designated for such Additional Lender as set forth on Schedule I hereto, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in the Amended Credit Agreement. Each Additional Lender agrees that, upon the Amendment Date, such Additional Lender will be a Lender for all purposes of the Amended Credit Agreement and the other Loan Documents (an “Additional Lender”as defined in the Amended Credit Agreement), and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to become be performed by a party to this Lender under the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement; provided ). Each Additional Lender represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 8.08(b)(iii), (v) and (vi) of the Amended Credit Agreement (subject to such consents, if any, as may be required under Section 8.08(b)(iii) of the Amended Credit Agreement), (iii) from and after the Amendment Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitment and either it, or the Person exercising discretion in making its decision to acquire such Commitment, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and this Amendment, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 4.01(g) of the Amended Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to extend its Commitment, and (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to extend its Commitment to the Borrowers pursuant to the terms of this Amendment and the Amended Credit Agreement. Each Additional Lender agrees that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents (as defined in the Amended Credit Agreement). Each Additional Lender has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of the Amended Credit Agreement. (c) The Administrative Agent, each Fronting Bank and each Swing Line Lender consent to the execution and delivery by each Additional Lender shall be acceptable to of this Amendment. (d) The Borrowers, the Administrative Agent, and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, the Swing Line Lenders and each Lender party hereto (ii) the allocations of the Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of including each Additional Lender shall not be less than $5,000,000. The sum and each New Extension Lender) agree that on the Amendment Date Schedule I to the Credit Agreement is amended and restated in its entirety by Schedule I hereto. (e) Simultaneously with the effectiveness of this Amendment and notwithstanding any provisions of Section 2.06(b)(iii) of the increases in Credit Agreement to the contrary, the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments each of the Additional Lenders upon giving effect to Lenders, the Commitment Increase shall not exceed the outstanding amount of all Pro-Rata Advances and the Commitment Increase. The Borrowers shall provide prompt notice participations of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders in outstanding Letters of Credit and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which outstanding Swing Line Advances shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its Borrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule I hereto). In order to effect such reallocations, each Additional Lender, each New Extension Lender and each other Lender whose Commitment as set forth on Schedule I hereto is in an amount that exceeds the amount of its “Commitment” under the Credit Agreement (each an “Assignee Lender”) shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the Commitments of the Lenders whose Commitments as set forth on Schedule I hereto are less than their respective “Commitments” under the Credit Agreement (each an “Assignor Lender”), so that the Commitments of each Lender will be as set forth on Schedule I hereto. Such purchases shall be deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments (or, if less, in the case of any such promissory note payable by a Borrower, such Assignor Lender’s or Assignee Lender’s pro rata share (based on the Commitments of all Lenders) of such Borrower’s Borrower Sublimit), no other documents or instruments shall be, or shall be required to be, executed in connection with such purchases and assignments (all of which are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent, as the Administrative Agent may direct (after giving effect to any netting effected by the Administrative Agent) with respect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12reallocations and assignments. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.