Common use of Commitment Increase Clause in Contracts

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.

Commitment Increase. (a) If 2.9.1 In the conditions set forth in Section 4.04 shall have been previously satisfied or waived, event that the Parent Borrower may, wishes to increase the Commitment of any Class at any time (and from time to time) when no Default or Event of Default has occurred and is continuing, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to it shall notify the Administrative Agent in writing of the form attached hereto as Exhibit E amount (each the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that (i) any such request shall be in a minimum amount of $20,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent, request that (ii) immediately after giving effect to any increase, the aggregate amount of the Commitments be increased by 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 shall theretofore have been increased pursuant to Section 2.10, (iii) the Parent Borrower shall not make more than four requests to increase Commitments pursuant to this Section 2.9 and (iv) no existing Lender shall be obligated to increase its Commitment as a result of any request for a increase by the Parent Borrower unless it agrees in its sole discretion to do so. The Parent Borrower may, at least $10,000,000 its election, (x) offer to one or an integral multiple more of $5,000,000 the Lenders the opportunity to participate in excess thereof all or a portion of the Offered Increase Amount and/or (y) with the 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 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 the Offered Increase Amount and 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 “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming 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 and entitled to the benefits of this Agreement as Agreement, and Schedule 1.1(a) shall be deemed to be amended to add the name and Commitment of such Increase Date with a Commitment in the amount of its participation in such Commitment IncreaseNew Lender, and provided that the Commitment of each any such new Lender that shall be in an amount not less than $15,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent. 2.9.3 Any Lender which accepts an offer to participate it by the Parent Borrower to increase its Commitment pursuant to Section 2.9.1 shall, in each case, execute a requested 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 the full amount of its Commitment as so increased, and Schedule 1.1(a) shall be deemed to be amended to so increase the Commitment of such Lender. 2.9.4 To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in 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 such increase, (each an i) all then outstanding Loans of the affected Class (the “Increasing LenderInitial Loans”) shall be increased by deemed to be repaid, (ii) immediately after the effectiveness of any such increase, the relevant Borrowers shall be deemed to have made new borrowings (the “Subsequent Borrowings”) in an 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, (iii) each applicable Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata share (calculated after giving effect to 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 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 its participation the Subsequent Borrowings, (v) the applicable Lenders shall be deemed to hold the Subsequent Borrowings ratably in such accordance with their respective Revolving A Commitment Increase; providedor Revolving B Commitment, howeveras the case may be (calculated after giving effect to the increase), that and (vi) the relevant Borrowers shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto. The conversion of the Initial Loans pursuant to this Section 2.9.4 above shall be subject to indemnification by the relevant Borrowers pursuant to the provisions of Section 4.8 if the effective date of any increase occurs other than on the last day of the Interest Period relating thereto. 2.9.5 Notwithstanding anything to the contrary herein, prior to the effectiveness of any increase in the Commitments pursuant to this Section 2.9, the Administrative Agent shall have received on or before such Increase Date the following: (i) certified copies of resolutions a certificate of the board of directors secretary or assistant secretary of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Parent Borrower (which may be in-house counsel), in each case, or such other Person as is reasonably satisfactory acceptable to the Administrative Agent; (ii) an assumption agreement from certifying that attached thereto is a true, correct and complete copy of the resolutions duly adopted by the Board of Directors or comparable governing body of each Assuming Lender, if anyCredit Party authorizing or consenting to such increased Commitments, in form and substance reasonably satisfactory each case to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by extent such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory resolutions have not previously been delivered to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.

Commitment Increase. (a) If Subject to the conditions set forth in clauses (b) and (c) of this Section 4.04 shall have been previously satisfied or waived2.14, the Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E (each a “Commitment Increase Notice”), may request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate times, in each case in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an minimum amount of $10,000,000 or an in integral multiple multiples of $5,000,000 1,000,000 in excess thereof. Any Lender that has received such an offer ; provided that, the aggregate Commitments may accept or decline such offer in such Lender’s sole and absolute discretionnot exceed $175,000,000. (b) On each Increase DateEach such increase shall be effective, each third-party without the consent of any Bank (other than any Bank increasing its Commitment) only upon the following conditions being satisfied: (i) the BP Consent shall have been obtained, (ii) no Default or Event of Default has occurred and is continuing at the time thereof or would be caused thereby, (iii) either the Banks having Commitments hereunder at the time the increase is requested agree to increase their Commitments in the amount of the requested increase or other financial institution that accepts an offer institutions satisfying the definition of Eligible Assignee agree to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with make a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by difference between the amount of its participation in the increase requested by the Borrower and the amount by which the Banks having Commitments hereunder at the time the increase is requested are increasing their Commitments, (iv) such Commitment Increase; providedBanks and other financial institutions, howeverif any, that shall have executed and delivered to the Administrative Agent a Commitment Increase Agreement or a New Bank Agreement, as applicable, and (v) the Borrower shall have received on or before delivered such Increase Date evidence of authority for the following: increase (i) including without limitation, certified copies of resolutions of the applicable board of directors of the Borrower approving General Partner authorizing such increase) as the Commitment Increase and the corresponding modifications Administrative Agent may reasonably request. (c) Each financing institution to be added to this Agreement as described in clause (ii) of Section 2.14(b) above shall execute and deliver to the Administrative Agent a New Bank Agreement, pursuant to which it becomes a party to this Agreement. Each Bank agreeing to increase its Commitment as described in subsection (ii) of clause (b) of this Section 2.14 shall execute and deliver to the Administrative Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, an opinion authorized officer of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory shall execute and deliver to the Administrative Agent;, for each Bank being added to this Agreement, a Note payable to such new Bank in the principal amount of the Commitment of such Bank, and for each Bank increasing its Commitment, a replacement Note payable to such Bank, in the principal amount of the increased Commitment of such Bank. Each such Note shall be dated the effective date of the pertinent New Lender Agreement or Commitment Increase Agreement. Upon execution and delivery to the Administrative Agent of the Note and the execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a "Bank" hereunder with a Commitment as specified therein, or such existing Bank's Commitment shall increase as specified therein, as the case may be, and the Administrative Agent shall notify all Banks of such addition or increase, and the final allocations thereof, and provide a revised Schedule 1.01(a) reflecting such additions or increase. (iid) an assumption agreement from Notwithstanding anything to the contrary in this Section 2.14, the Banks having Commitments hereunder at the time any such increase is requested shall have the first right, but shall not be obligated, to participate in such increase by agreeing to increase their respective Commitments by their Pro Rata Share to the extent of such increase. The Administrative Agent shall not, and shall not be obligated to, permit any financial institutions that do not have, at that time, Commitments hereunder to make commitments for portions of the requested increase not assumed by the Banks having Commitments hereunder until each Assuming Lenderof such Banks have agreed to increase their Commitments or declined to do so. To facilitate the Banks' right of first refusal, if anythe Borrower shall, by written notice to the Administrative Agent (which shall promptly deliver a copy to each Bank) given not less than 30 days prior to the requested effective date of the increase in form and substance reasonably satisfactory Commitment (the "Increase Effective Date"), request that the Banks increase their Commitments. Each Bank shall, by notice to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and given not later than 15 days following receipt of the Borrower; and (iii) confirmation from each Increasing Lender 's request, advise the Borrower whether or not it will increase its Commitment as of the increase in the amount of its Commitment in a writing reasonably satisfactory to Increase Effective Date. Any Bank that has not so advised the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) day shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect deemed to have declined to agree to such increase in its Commitment. The decision to increase its Commitment Increase. On and after each Increase Date, hereunder shall be at the Applicable Percentage sole discretion of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment IncreaseBank.

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E D (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,0001,250,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 4.04 shall have been satisfied. The Borrower may extend offers 30 to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party third‑party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following: , each dated such date: (i) certified copies of resolutions of the board of directors managers of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; ; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.034.04, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.048.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.. 31

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the Borrower may, at On any time, but in any event not more than once per calendar quarter, date prior to the Maturity latest Termination Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E (each a “Commitment Increase Notice”), request that Borrowers may increase the aggregate amount of the Commitments be increased by an amount of at least not less than $10,000,000 or an integral multiple of 50,000,000 for any such increase but not more than $5,000,000 in excess thereof 500,000,000 (each the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to designating one or more of the existing Lenders and/or to or one or more third-party financial institutions reasonably acceptable Affiliates thereof (each of which, in its sole discretion, may determine whether and to the Administrative Agent what degree to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase) or one or more other Persons that at the time agree, and in the case of any existing Lender, to increase its Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by and, in the amount case of its participation in such Commitment Increaseany other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided, however, provided that the Administrative Agent shall have received on or before such Increase Date the following: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may each Additional Lender shall be in-house counsel), in each case, reasonably satisfactory acceptable to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Additional Lender on such date. shall be acceptable to the Fronting Banks, (cii) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain allocations of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the Assuming Lendersamount 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) ratably in accordance with their respective Applicable Percentage after plus the Commitments of the Additional Lenders upon giving effect to such the Commitment Increase shall not exceed the amount of the Commitment Increase. On 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 after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment IncreaseFronting Banks.

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the Borrower may, at On any time, but in any event not more than once per calendar quarter, date prior to the Maturity latest Termination Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E (each a “Commitment Increase Notice”), request that Borrowers may increase the aggregate amount of the Commitments be increased by an amount of at least not less than $10,000,000 or an integral multiple of 50,000,000 for any such increase but not more than $5,000,000 in excess thereof 200,000,000 (each the “Maximum Accordion Amount”) for all such increases (any such increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to designating one or more of the existing Lenders and/or to or one or more third-party financial institutions reasonably acceptable Affiliates thereof (each of which, in its sole discretion, may determine whether and to the Administrative Agent what degree to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase) or one or more other Persons that at the time agree, and in the case of any existing Lender, to increase its Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by and, in the amount case of its participation in such Commitment Increaseany other Person or an Affiliate of a Lender (an “Additional Lender”), to become a party to this Agreement; provided, however, provided that the Administrative Agent shall have received on or before such Increase Date the following: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may each Additional Lender shall be in-house counsel), in each case, reasonably satisfactory acceptable to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Additional Lender on such date. shall be acceptable to the Fronting Banks, (cii) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain allocations of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes Commitment Increase among the Increasing Lenders shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the Assuming Lendersamount 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) ratably in accordance with their respective Applicable Percentage after plus the Commitments of the Additional Lenders upon giving effect to such the Commitment Increase shall not exceed the amount of the Commitment Increase. On 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 after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment IncreaseFronting Banks.

Commitment Increase. (a) If 2.9.1 In the conditions set forth in Section 4.04 shall have been previously satisfied or waived, event that the Parent Borrower may, wishes to increase the Commitment of any Class at any time (and from time to time) when no Default or Event of Default has occurred and is continuing, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to it shall notify the Administrative Agent in writing of the form attached hereto as Exhibit E amount (each the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that (i) any such request shall be in a minimum amount of $20,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent, request that (ii) immediately after giving effect to any increase, the aggregate amount of the Commitments be increased by 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 shall theretofore have been increased pursuant to Section 2.10, (iii) the Parent Borrower shall not make more than four requests to increase Commitments pursuant to this Section 2.9 and (iv) no existing Lender shall be obligated to increase its Commitment as a result of any request for a increase by the Parent Borrower unless it agrees in its sole discretion to do so. The Parent Borrower may, at least $10,000,000 its election, (x) offer to one or an integral multiple more of $5,000,000 the Lenders the opportunity to participate in excess thereof all or a portion of the Offered Increase Amount and/or (y) with the 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 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 the Offered Increase Amount and 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 “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming 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 and entitled to the benefits of this Agreement as Agreement, and Schedule 1.1(a) shall be deemed to be amended to add the name and Commitment of such Increase Date with a Commitment in the amount of its participation in such Commitment IncreaseNew Lender, and provided that the Commitment of each any such new Lender that shall be in an amount not less than $15,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent. 2.9.3 Any Lender which accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased it by the amount of Parent Borrower to increase its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications pursuant to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel)Section 2.9.1 shall, in each case, reasonably satisfactory to execute a Commitment Increase Supplement with the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Parent Borrower and the Administrative Agent. On each Increase Date, upon fulfillment whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.1(a) shall be deemed to be amended to so increase the Commitment of such Lender. 2.9.4 To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in 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 such increase, (i) all then outstanding Loans of the conditions set forth affected Class (the “Initial Loans”) shall be deemed to be repaid, (ii) immediately after the effectiveness of any such increase, the relevant Borrowers shall be deemed to have made new borrowings (the “Subsequent Borrowings”) in an 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, (iii) each applicable Lender shall pay to the Administrative Agent in immediately preceding sentence available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata share (calculated after giving effect to the increase) of this Section 2.15(bthe Subsequent Borrowings and (z) and 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 Section 4.03clause (iii) above, the Administrative Agent shall notify pay to each applicable Lender the Lenders portion of such funds equal to the difference, if positive, between (including, y) such Lender’s pro rata share (calculated without limitation, each Assuming Lendergiving effect to the increase) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on Initial Loans and (z) such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Lender’s pro rata share (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, calculated after giving effect theretoto the increase) of the amount of the Subsequent Borrowings, (v) the Loans (including, without limitation, the Types and Interest Periods thereof) applicable Lenders shall be held by deemed to hold the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) Subsequent Borrowings ratably in accordance with their respective Applicable Percentage after giving effect to such Revolving A Commitment Increase. On and after each Increase Dateor Revolving B Commitment, as the Applicable Percentage of each Lender’s participation in Loans shall case may be (calculated after giving effect to each 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. The conversion of the Initial Loans pursuant to this Section 2.9.4 above shall be subject to indemnification by the relevant Borrowers pursuant to the provisions of Section 4.8 if the effective date of any increase occurs other than on the last day of the Interest Period relating thereto.

Commitment Increase. 2.9.1. In the event that the Parent Borrower wishes to increase the 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 amount (athe "Offered Increase Amount") If of such proposed increase (such notice, a "Commitment Increase Notice"); provided that (i) any such request shall be in a minimum amount of $25,000,000 or such lesser amount as agreed upon by the conditions set forth in Parent Borrower and the Administrative Agent, (ii) immediately after giving effect to any increase, the aggregate amount of increases under all Classes pursuant to this Section 4.04 2.9 shall not exceed an amount equal to $150,000,000 minus the aggregate amount by which the Aggregate Commitment shall theretofore have been previously satisfied or waivedincreased pursuant to Section 2.10, (iii) the Parent Borrower shall not make more than four requests to increase Commitments pursuant to this Section and (iv) no existing Lender shall be obligated to increase its Commitment as a result of any request for a increase by the Parent Borrower unless it agrees in its sole discretion to do so. The Parent Borrower may, at any timeits election, but (x) offer to one or more of the Lenders the opportunity to participate in any event all or a portion of the Offered Increase Amount pursuant to Section 2.9.3 and/or (y) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer to one or more than once per calendar quarteradditional banks, prior financial institutions or other entities the opportunity to participate in all or a portion of 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 the Offered Increase Amount and 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 Maturity Datesame extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1(a) shall be deemed to be amended to add the name and Commitment of such New Lender, provided that the Commitment of any such new Lender shall be in an amount not less than $15,000,000 or such lesser amount as agreed upon by notice the Parent Borrower and the Administrative Agent. 2.9.3. Any Lender which accepts an offer to it by the Parent Borrower to increase its Commitment pursuant to Section 2.9.1 shall, in each case, execute 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 the full amount of its Commitment as so increased, and Schedule 1.1 (a) shall be deemed to be amended to so increase the Commitment of such Lender. 2.9.4. To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the Aggregate Revolving A Commitment or Revolving B Commitment, on the effective date of any such 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 be deemed to have made new borrowings (the "Subsequent Borrowings") in an 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 the form attached hereto as Exhibit E accordance with Section 2.3, (iii) each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event applicable Lender shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable pay to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in immediately available funds an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in equal to the difference, if positive, between (y) such Lender’s sole 's pro rata share (calculated after giving effect to the increase) of the Subsequent Borrowings and absolute discretion. (bz) On each Increase Datesuch Lender's pro rata share (calculated without giving effect to the increase) of the Initial Loans, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a(iv) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that after the Administrative Agent shall have received on or before such Increase Date receives the following: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), funds specified in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and clause (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03above, the Administrative Agent shall notify pay to each applicable Lender the Lenders portion of such funds equal to the difference, if positive, between (including, y) such Lender's pro rata share (calculated without limitation, each Assuming Lendergiving effect to the increase) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on Initial Loans and (z) such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Lender's pro rata share (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, calculated after giving effect theretoto the increase) of the amount of the Subsequent Borrowings, (v) the Loans (including, without limitation, the Types and Interest Periods thereof) applicable Lenders shall be held by deemed to hold the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) Subsequent Borrowings ratably in accordance with their respective Applicable Percentage after giving effect to such Revolving A Commitment Increase. On and after each Increase Dateor Revolving B Commitment, as the Applicable Percentage of each Lender’s participation in Loans shall case may be (calculated after giving effect to each 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. The conversion of the Initial Loans pursuant to clause (i) above shall be subject to indemnification by the relevant Borrowers pursuant to the provisions of Section 4.8 if the effective date of any increase occurs other than on the last day of the Interest Period relating thereto.

Commitment Increase. (ai) If Promptly following the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the Maturity Commitment Date, by notice to the Administrative Agent in shall notify the form attached hereto Company as Exhibit E (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; providedamount, howeverif any, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to which one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent Eligible Assignees are willing to participate in a requested any portion of the Commitment Increase under this Section 2.15(a)Increase; provided, however, that the Commitment of each such third-party financial institution Eligible Assignee shall be in an amount of equal to $10,000,000 1,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (bii) On each The Commitment Increase shall become effective upon a date (the "Increase Date, ") on or after the satisfaction of conditions precedent to be agreed by the Administrative Agent and the receipt by the Administrative Agent of each third-party financial institution of the following: (A) certified copies of resolutions of the Board of Directors of the Borrowers approving the Commitment Increase; (B) an assumption agreement (an "Assumption Agreement") from each Eligible Assignee that accepts an offer to participate in a requested such Commitment Increase in accordance with Section 2.15(aclause (i) above (each such financial institutioneach, an “Assuming "Additional Lender”"), in form and substance satisfactory to the Company and the Administrative Agent, duly executed by such Additional Lender, the Administrative Agent and the Company; and (C) any costs, expenses, fees and other amounts then due hereunder and under the Fee Letters. (iii) As of the Increase Date, (A) each Additional Lender shall be deemed to become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”B) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, including each Assuming Additional Lender) and the BorrowerCompany, on or before 1:00 p.m., P.M. (New York City time), by telecopiertelecopier or telex, of the occurrence of the Commitment Increase to be effected on such the Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Additional Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E D (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,0001,250,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 4.04 shall have been satisfied. The Borrower may extend offers 30 to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party third‑party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) certified copies of resolutions of the board of directors managers of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.034.04, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.048.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.

Commitment Increase. (a) If Subject to the conditions set forth in clauses (b) and (c) of this Section 4.04 shall have been previously satisfied or waived2.14, the Borrower maymay request that the amount of the aggregate Commitments be increased one or more times, in each case in a minimum amount of $10,000,000 or in integral multiples of $10,000,000 in excess thereof; provided that, the aggregate Commitments may not exceed $200,000,000. (b) Each such increase shall be effective, without the consent of any Bank (other than any Bank increasing its Commitment) only upon the following conditions being satisfied: (i) no Default or Event of Default has occurred and is continuing at the time thereof or would be caused thereby, (ii) either the Banks having Commitments hereunder at the time the increase is requested agree to increase their Commitments in the amount of the requested increase or other financial institutions satisfying the definition of Eligible Assignee agree to make a Commitment in the amount of the difference between the amount of the increase requested by the Borrower and the amount by which the Banks having Commitments hereunder at the time the increase is requested are increasing their Commitments, (iii) such Banks and other financial institutions, if any, shall have executed and delivered to the Administrative Agent a Commitment Increase Agreement or a New Bank Agreement, as applicable, and (iv) the Borrower shall have delivered such evidence of authority for the increase (including without limitation, certified resolutions of the applicable board of directors of the General Partner authorizing such increase) as the Administrative Agent may reasonably request. (c) Each financing institution to be added to this Agreement as described in Section 2.14(b)(ii) above shall execute and deliver to the Administrative Agent a New Bank Agreement, pursuant to which it becomes a party to this Agreement. Each Bank agreeing to increase its Commitment as described in Section 2.14(b)(ii) shall execute and deliver to the Administrative Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Administrative Agent, for each Bank being added to this Agreement, a Note payable to such new Bank in the principal amount of the Commitment of such Bank, and for each Bank increasing its Commitment, a replacement Note payable to such Bank, in the principal amount of the increased Commitment of such Bank. Each such Note shall be dated the effective date of the pertinent New Lender Agreement or Commitment Increase Agreement. Upon execution and delivery to the Administrative Agent of the Note and the execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Bank” hereunder with a Commitment as specified therein, or such existing Bank’s Commitment shall increase as specified therein, as the case may be, and the Administrative Agent shall notify all Banks of such addition or increase, and the final allocations thereof, and provide a revised Schedule 1.01(a) reflecting such additions or increase. (d) Notwithstanding anything to the contrary in this Section 2.14, the Banks having Commitments hereunder at the time any such increase is requested shall have the first right, but shall not be obligated, to participate in such increase by agreeing to increase their respective Commitments by their Pro Rata Share to the extent of such increase. The Administrative Agent shall not, and shall not be obligated to, permit any financial institutions that do not have, at any that time, but in any event Commitments hereunder to make commitments for portions of the requested increase not more than once per calendar quarterassumed by the Banks having Commitments hereunder until each of such Banks have agreed to increase their Commitments or declined to do so. To facilitate the Banks’ right of first refusal, prior to the Maturity DateBorrower shall, by written notice to the Administrative Agent (which shall promptly deliver a copy to each Bank) given not less than 30 days prior to the requested effective date of the increase in Commitment (the form attached hereto as Exhibit E (each a “Commitment Increase NoticeEffective Date”), request that the aggregate amount of the Commitments be increased Banks increase their Commitments. Each Bank shall, by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and given not later than 15 days following receipt of the Borrower; and (iii) confirmation from each Increasing Lender ’s request, advise the Borrower whether or not it will increase its Commitment as of the increase in the amount of its Commitment in a writing reasonably satisfactory to Increase Effective Date. Any Bank that has not so advised the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) day shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect deemed to have declined to agree to such increase in its Commitment. The decision to increase its Commitment Increase. On and after each Increase Date, hereunder shall be at the Applicable Percentage sole discretion of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment IncreaseBank.

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; 750,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-third party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a2.14(a); provided, however, that the Commitment of each such third-third party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-third party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a2.14(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, Increase and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) certified copies of resolutions of the board Board of directors Directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b2.14(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.

Commitment Increase. From time to time after the Effective Date and the occurrence of Successful Syndication (a) If as such term is defined in the conditions set forth in Section 4.04 shall have been previously satisfied or waivedFee Letter), the Borrower may, at any time, Revolving Commitments may be increased (but in no event in excess of $100,000,000 in the aggregate for all such increases) (the "Commitment Increase Cap") such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any event not more than once per calendar quartersuch increase, prior a "Commitment Increase") at the option of the Borrower pursuant to the Maturity Date, by delivery of written notice of a proposed Commitment Increase to the Administrative Agent in the form attached hereto as Exhibit E (if each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that following conditions have been met: (i) in no event Default or Event of Default shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; have occurred and be continuing or would result from such Commitment Increase; (ii) all representations and warranties of the Borrowers contained in any Loan Document shall be true and correct in all material respects on and as of the date of the proposed Commitment Increase (except to the extent any request by such representation or warranty relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date), both immediately before and immediately after giving effect thereto; (iii) the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 Representative shall have been satisfied. The Borrower may extend offers to obtained commitments of one or more Lenders and/or to one or more third-party financial institutions lenders reasonably acceptable to the Administrative Agent to participate in (each, a requested "Commitment Increase under this Section 2.15(a); provided, however, that Lender") to provide the Commitment of each such third-party financial institution shall Increase; (iv) no Commitment Increase may be in an amount of less than $10,000,000 or 10,000,000, and each Commitment Increase shall be in an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion.1,000,000; (bv) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested the proposed Commitment Increase has been consented to in accordance with Section 2.15(awriting by Administrative Agent and each Commitment Increase Lender; (vi) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such proposed Commitment Increase, and together with any prior Commitment Increase, shall not exceed the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase Cap; and (each an “Increasing Lender”vii) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase joinders and the corresponding modifications amendments to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel)Loan Documents, in each caseand all other promissory notes, agreements, certificates, documents and instruments reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”)in its reasonable discretion evidencing and setting forth the conditions of the Commitment Increase. Each of Borrowers, duly executed by such Assuming Lender, the Lenders and Administrative Agent acknowledge and the Borrower; and (iii) confirmation from agree that each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of meeting the conditions set forth in the immediately preceding sentence of this Section 2.15(b) 2.01(b), and in Section 4.03any technical or similar amendment to the Loan Documents necessary to effect such increase), shall not require the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, consent of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing any Lender and each Assuming Lender on such date. (c) On the Increase Dateother than those Lenders, if any Loans are then outstandingany, the Borrower shall borrow from all or certain of the Lenders and/or (subject which have agreed to compliance by the Borrower increase their Revolving Commitments in connection with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such proposed Commitment Increase.

Commitment Increase. (a) If 2.9.1. In the conditions set forth in Section 4.04 shall have been previously satisfied or waived, event that the Parent Borrower may, wishes to increase the Commitment of any Class at any timetime when no Default or Event of Default has occurred and is continuing, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to it shall notify the Administrative Agent in writing of the form attached hereto as Exhibit E amount (each the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that (i) any such request shall be in a minimum amount of $25,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent, request that (ii) immediately after giving effect to any increase, the aggregate amount of the Commitments be increased by 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 shall theretofore have been increased pursuant to Section 2.10, (iii) the Parent Borrower shall not make more than four requests to increase Commitments pursuant to this Section and (iv) no existing Lender shall be obligated to increase its Commitment as a result of any request for a increase by the Parent Borrower unless it agrees in its sole discretion to do so. The Parent Borrower may, at least $10,000,000 its election, (x) offer to one or an integral multiple more of $5,000,000 the Lenders the opportunity to participate in excess thereof all or a portion of the Offered Increase Amount pursuant to Section 2.9.3 and/or (y) with the 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 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 the Offered Increase Amount and 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 “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming 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 and entitled to the benefits of this Agreement as Agreement, and Schedule 1.1(a) shall be deemed to be amended to add the name and Commitment of such Increase Date with a Commitment in the amount of its participation in such Commitment IncreaseNew Lender, and provided that the Commitment of each any such new Lender that shall be in an amount not less than $15,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent. 2.9.3. Any Lender which accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased it by the amount of Parent Borrower to increase its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications pursuant to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel)Section 2.9.1 shall, in each case, reasonably satisfactory to execute a Commitment Increase Supplement with the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to 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 the full amount of its Commitment as so increased, and Schedule 1.1(a) shall be deemed to be amended to so increase the Commitment of such Lender. 2.9.4. On each Increase DateTo the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the Aggregate Revolving A Commitment or Revolving B Commitment, upon fulfillment on the effective date of any such 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 be deemed to have made new borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the conditions set forth 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, (iii) each applicable Lender shall pay to the Administrative Agent in immediately preceding sentence available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata share (calculated after giving effect to the increase) of this Section 2.15(bthe Subsequent Borrowings and (z) and 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 Section 4.03clause (iii) above, the Administrative Agent shall notify pay to each applicable Lender the Lenders portion of such funds equal to the difference, if positive, between (including, y) such Lender’s pro rata share (calculated without limitation, each Assuming Lendergiving effect to the increase) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on Initial Loans and (z) such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Lender’s pro rata share (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, calculated after giving effect theretoto the increase) of the amount of the Subsequent Borrowings, (v) the Loans (including, without limitation, the Types and Interest Periods thereof) applicable Lenders shall be held by deemed to hold the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) Subsequent Borrowings ratably in accordance with their respective Applicable Percentage after giving effect to such Revolving A Commitment Increase. On and after each Increase Dateor Revolving B Commitment, as the Applicable Percentage of each Lender’s participation in Loans shall case may be (calculated after giving effect to each 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. The conversion of the Initial Loans pursuant to clause (i) above shall be subject to indemnification by the relevant Borrowers pursuant to the provisions of Section 4.8 if the effective date of any increase occurs other than on the last day of the Interest Period relating thereto.

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the latest Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled latest Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,0001,750,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institutioninstitution and each financial institution that becomes a Lender in accordance with Section 2.16(c), an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative 30 Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.

Commitment Increase. (a) If 2.9.1 In the conditions set forth in Section 4.04 shall have been previously satisfied or waived, event that the Parent Borrower may, wishes to increase the Commitment of any Class at any time (and from time to time) when no Default or Event of Default has occurred and is continuing, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to it shall notify the Administrative Agent in writing of the form attached hereto as Exhibit E amount (each the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided that (i) any such request shall be in a minimum amount of $20,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent, request that (ii) immediately after giving effect to any increase, the aggregate amount of the Commitments be increased by 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 shall theretofore have been increased pursuant to Section 2.10, (iii) the Parent Borrower shall not make more than four requests to increase Commitments pursuant to this Section 2.9 and (iv) no existing Lender shall be obligated to increase its Commitment as a result of any request for an increase by the Parent Borrower unless it agrees in its sole discretion to do so. The Parent Borrower may, at least $10,000,000 its election, (x) offer to one or an integral multiple more of $5,000,000 the Lenders the opportunity to participate in excess thereof all or a portion of the Offered Increase Amount and/or (y) with the 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 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 the Offered Increase Amount and 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 “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming 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 and entitled to the benefits of this Agreement as Agreement, and Schedule 1.1(a) shall be deemed to be amended to add the name and Commitment of such Increase Date with a Commitment in the amount of its participation in such Commitment IncreaseNew Lender, and provided that the Commitment of each any such new Lender that shall be in an amount not less than $15,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent. 2.9.3 Any Lender which accepts an offer to participate it by the Parent Borrower to increase its Commitment pursuant to Section 2.9.1 shall, in each case, execute a requested 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 the full amount of its Commitment as so increased, and Schedule 1.1(a) shall be deemed to be amended to so increase the Commitment of such Lender. 2.9.4 To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in 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 such increase, (each an i) all then outstanding Loans of the affected Class (the “Increasing LenderInitial Loans”) shall be increased by deemed to be repaid, (ii) immediately after the effectiveness of any such increase, the relevant Borrowers shall be deemed to have made new borrowings (the “Subsequent Borrowings”) in an 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, (iii) each applicable Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata share (calculated after giving effect to 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 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 its participation the Subsequent Borrowings, (v) the applicable Lenders shall be deemed to hold the Subsequent Borrowings ratably in such accordance with their respective Revolving A Commitment Increase; providedor Revolving B Commitment, howeveras the case may be (calculated after giving effect to the increase), that and (vi) the relevant Borrowers shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto. The conversion of the Initial Loans pursuant to this Section 2.9.4 above shall be subject to indemnification by the relevant Borrowers pursuant to the provisions of Section 4.8 if the effective date of any increase occurs other than on the last day of the Interest Period relating thereto. 2.9.5 Notwithstanding anything to the contrary herein, prior to the effectiveness of any increase in the Commitments pursuant to this Section 2.9, the Administrative Agent shall have received on or before such Increase Date the following: (i) certified copies of resolutions a certificate of the board of directors secretary or assistant secretary of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Parent Borrower (which may be in-house counsel), in each case, or such other Person as is reasonably satisfactory acceptable to the Administrative Agent; (ii) an assumption agreement from certifying that attached thereto is a true, correct and complete copy of the resolutions duly adopted by the Board of Directors or comparable governing body of each Assuming Lender, if anyCredit Party authorizing or consenting to such increased Commitments, in form and substance reasonably satisfactory each case to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by extent such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory resolutions have not previously been delivered to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.

Commitment Increase. (a) If the conditions set forth in Section 4.04 shall have been previously satisfied or waived, the The Borrower may, at any time, but in any event not more than once per calendar quarter, prior to the Maturity Date, by notice to the Administrative Agent in the form attached hereto as Exhibit E (each a “Commitment Increase Notice”), request that the aggregate amount of the Commitments be increased by an amount of at least $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (each an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $1,000,000,0001,250,000,000; and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 4.03 shall have been satisfied. The Borrower may extend offers to one or more Lenders and/or to one or more third-party financial institutions reasonably acceptable to the Administrative Agent to participate in a requested Commitment Increase under this Section 2.15(a); provided, however, that the Commitment of each such third-party financial institution shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof. Any Lender that has received such an offer may accept or decline such offer in such Lender’s sole and absolute discretion. (b) On each Increase Date, each third-party financial institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(a) (each such financial institution, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date with a Commitment in the amount of its participation in such Commitment Increase, and the Commitment of each Lender that accepts an offer to participate in a requested Commitment Increase (each an “Increasing Lender”) shall be increased by the amount of its participation in such Commitment Increase; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) certified copies of resolutions of the board of directors of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement and an opinion of counsel for the Borrower (which may be in-house counsel), in each case, reasonably satisfactory to the Administrative Agent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.15(b) and in Section 4.03, the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m., New York City time, by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. (c) On the Increase Date, if any Loans are then outstanding, the Borrower shall borrow from all or certain of the Lenders and/or (subject to compliance by the Borrower with Section 9.04) prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Applicable Percentage after giving effect to such Commitment Increase. On and after each Increase Date, the Applicable Percentage of each Lender’s participation in Loans shall be calculated after giving effect to each such Commitment Increase.