Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. (a) Following the Effective Date, the Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that: (i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000; (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000; (iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and (iv) the representations and warranties contained in Article III shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.

Increase in Commitments. (a) Following the Effective DateThe Company may, the Borrower may at any time and from time after the Closing Date by notice to time the Administrative Agent, propose an increase in the Multi-Year Facility total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), by notice to in each case, with the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to approval of the Administrative Agent (not to be unreasonably withheld). Such notice shall specify (i) the “name of each Increasing Lender and/or Assuming Lender(s)”Lender, as applicable, (ii) that have agreed the amount of the Commitment Increase and the portion thereof being committed to provide the additional Commitment(sby each such Increasing Lender or Assuming Lender and (iii) and the date on which such increase Commitment Increase is to be effective (the a “Commitment Increase Date”), ) (which shall be a Business Day at least five (5) days Business Days after delivery of such notice and 30 days prior to the Multi-Year Facility Commitment Termination Date; provided that). Each Commitment Increase shall be subject to the following additional conditions: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum aggregate amount of at least $25,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $10,000,00025,000,000; (iiiii) immediately after giving effect to such any Commitment Increase, the Multi-Year Facility total Commitments hereunder shall not exceed $850,000,0002,000,000,000; (iiiiv) no Event of Default shall have has occurred and be is continuing on such the relevant Commitment Increase Date or shall result from the any Commitment Increase; and (ivv) the representations and warranties contained of the Loan Parties set forth in Article III this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation and or warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender shall become a Lender hereunder as of such Each Commitment Increase Date (and the increase of the Commitment of any each Increasing Lender and any such Assuming Lender shall be increased as and/or the new Commitment of such Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel; (ii) with respect to each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent shall have receivedAgent, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an assumption agreement agreement, in substantially form and substance satisfactory to the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower Company and the Administrative Agent; and (iii) each Increasing Lender shall have delivered , pursuant to the Administrative Agentwhich, on or prior to 10:00 a.m., New York City time, on effective as of such Commitment Increase Date, confirmation in writing reasonably satisfactory to each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent as to its increased Commitment, with a copy of such confirmation to Agent. Upon the Borrower. (c) Upon its Administrative Agent’s receipt of confirmation a fully executed agreement from a each such Increasing Lender that it is increasing its Commitment hereunderand/or Assuming Lender, together with the certificates referred to in clause (b)(i) abovesuch certificate of such Responsible Officer, the Administrative Agent shall (i) record the information contained therein in such agreement in the Register and (ii) give prompt notice thereof of the relevant Commitment Increase to the Borrower; provided that absent such Company and the Lenders (including, if applicable, each Assuming Lender’s confirmation of such a ). On each Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shallDate, if there are Loans then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans made to such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof Borrower immediately prior to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior giving effect to the relevant Commitment Increase Date in accordance with Section 2.08 and the actions provided for (ii) at such Borrower’s option in clause (b) above shall have occurred by 10:00 a.m.accordance with this Agreement, New York City time, on such Commitment Increase Date, the Administrative Agent shall notify Borrower may request to borrow new Loans from all the Lenders (including including, if applicable, any Assuming LendersLender) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increasethat, the Borrower shallafter giving effect thereto, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the their respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable ). Notwithstanding anything herein to the contrary, no Lender shall have any obligation to agree to increase its Commitment hereunder and any election to do so shall be in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16Lender.

Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase propose that the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent additional lenders (the “Assuming Lender(s)”) that have agreed to provide will be providing the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that: (i) the minimum aggregate amount of each proposed Commitment Increase shall be $10,000,0005,000,000 in the case of an Assuming Lender or an Increasing Lender; (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder shall not exceed $850,000,000700,000,000; (iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and (iv) the representations and warranties contained in Article III Section 5 and in the other Loan Documents shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section subsection has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counselsatisfied; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B C (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and acknowledged by the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall (iA) record the information contained therein in the Register and (iiB) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no such Lender will be under any no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit BC, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, shall (i) prepay the outstanding Revolving Credit Loans (if any) in full, (ii) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment prepayment, so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16subsection 3.11.

Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase propose that the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent additional lenders (the “Assuming Lender(s)”) that have agreed to provide will be providing the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that: (i) the minimum aggregate amount of each proposed Commitment Increase shall be $10,000,0005,000,000 in the case of an Assuming Lender or an Increasing Lender; (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder shall not exceed $850,000,000500,000,000; (iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and (iv) the representations and warranties contained in Article III Section 5 and in the other Loan Documents shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section subsection has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counselsatisfied; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B C (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and acknowledged by the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall (iA) record the information contained therein in the Register and (iiB) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no such Lender will be under any no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit BC, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, shall (i) prepay the outstanding Revolving Credit Loans (if any) in full, (ii) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment prepayment, so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16subsection 3.11.

Increase in Commitments. (a) Following Subject to the Effective Dateterms and conditions set forth herein, the Borrower may at any time and shall have the right, without the consent of the Lenders, the Administrative Agent or the Issuing Banks, to cause from time to time an increase in the Multi-Year Facility total amount of the Commitments (each such increase being a “Commitment Increase”), ) by notice adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent specifying and the existing Lender(s) Issuing Banks (the each a “Increasing Lender(s)CI Lender”) and/or any other Person(s) selected or by the Borrower and reasonably acceptable allowing one or more existing Lenders to the Administrative Agent (the “Assuming Lender(s)”) increase their respective Commitments; provided, however, that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that: (i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000; (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000; (iii) no Event of Default shall have occurred and be continuing on which is continuing, (ii) no such Commitment Increase Date shall cause the total amount of the Commitments to exceed $3,000,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or shall result from the Commitment Increase; and withheld in such Lender’s sole and absolute discretion) and (iv) if, on the representations and warranties contained in Article III effective date of such increase, any Loans have been funded, then the Borrower shall be true and correct obligated to pay any breakage fees or costs in all material respects on and as of connection with the Commitment Increase Date as if made on and as reallocation of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvalsoutstanding Loans. (b) Any Assuming Lender Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.9 attached hereto. The Administrative Agent shall become give prompt notice to each Issuing Bank of its receipt of a Lender hereunder Notice of Commitment Increase. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such Commitment Increase Date and date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Commitment of any Increasing Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender and any such Assuming Lender shall be increased as of to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date; provided that: , (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.3, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section, the following defined terms shall have received on the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the total amount of the Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to 10:00 a.m.giving effect to the Commitment Increase, New York City timeif any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Date Effective Date); (A2) a certificate of a duly authorized officer of “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates that does not increase its respective Commitment as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization a result of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) whose relative percentage of the occurrence total amount of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (shall be reduced after giving effect to such Commitment Increase; and (3) or as otherwise deemed advisable in “Reduction Amount” means the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay without regard to the Lenders effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the amounts, if any, payable under Section 2.16Commitment Increase).

Increase in Commitments. (a) Following the Effective DateThe Borrower may, the Borrower may at any time and from time to time time, on any Business Day prior to the Termination Date, increase the Multi-Year Facility aggregate amount of the Commitments (each by delivering a commitment amount increase request substantially in the form attached hereto as Exhibit H or in such increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably form acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and Business Days prior to the Multi-Year Facility desired effective date of such increase (each such increase, a “Commitment Termination DateAmount Increase”) identifying one or more additional Lenders (or additional Commitments provided by existing Lender(s) or by a combination of existing Lenders and additional Lenders (each such Lender providing (or increasing) its Commitment pursuant to any Commitment Amount Increase, a “Commitment Amount Increase Lender”)) and the amount of its Commitment (or additional amount of its Commitment(s)); provided that: provided, however, that (i) the minimum aggregate amount of each the Commitments shall not be increased by an amount in excess of $500,000,000, (ii) any Commitment Amount Increase shall be in an amount not less than $10,000,000; (ii) immediately after giving effect to such Commitment Increase5,000,000, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000; (iii) no Default or Event of Default shall have occurred and be continuing on at the time of the request or the effective date of such Commitment Increase Date or shall result from the Commitment Amount Increase; and , and (iv) the all representations and warranties contained in Article III Section 6 hereof shall be true and correct in all material respects on and as of (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) at the Commitment Increase Date as if made on and as time of such request and on the effective date of such Commitment Amount Increase (or, if any except to the extent such representation representations and warranty is expressly stated warranties relate to have been made as of a specific an earlier date, such representation and warranty shall be in which case they are true and correct in all material respects on and (where not already qualified by materiality or Material Adverse Effect, otherwise in all respects) as of such specific date). Notwithstanding the foregoing, nothing herein The effective date of a Commitment Amount Increase shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase be as set forth in the Multi-Year Facility Commitmentrelated commitment amount increase request. Upon the effectiveness of any Commitment Amount Increase, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (bi) Any Assuming Lender shall become a each Lender hereunder as immediately prior to the effectiveness of such Commitment Amount Increase Date will automatically and the without further act be deemed to have assigned to each relevant Commitment of any Increasing Amount Increase Lender, and each relevant Commitment Amount Increase Lender will automatically and any such Assuming Lender shall without further act be increased as deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Loans, if applicable, such that, after giving effect to each deemed assignment and assumption of participations, all of the Lenders’ (including each Commitment Amount Increase Date; provided that: (iLender) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate participations hereunder in Letters of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied Credit and (B) such certificates as participations hereunder in Swing Loans shall be held on a pro rata basis on the Administrative Agent or its counsel may reasonably request relating basis of their respective Commitments (after giving effect to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein increase in the Register aggregate Commitments pursuant to this Section 1.15) and (ii) give prompt notice thereof each Lender hereunder immediately prior to the Borrower; provided that absent such Lender’s confirmation effectiveness of such Commitment Amount Increase will automatically and without further act be deemed to have assigned Loans to the other Lenders (including the Commitment Amount Increase Lenders), and such other Lenders (including the Commitment Amount Increase Lenders) shall be deemed to have purchased such Loans, in each case to the extent necessary so that all of the Lenders participate in each outstanding borrowing of Loans pro rata on the basis of their respective Commitment (after giving effect to any Commitment Amount Increase pursuant to this Section 1.15); it being understood and agreed that the minimum borrowing, pro rata borrowing, pro rata payment and funding indemnity requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. It shall be a condition to such effectiveness that the Borrower shall not have previously terminated any portion of the Commitments pursuant to Section 1.12 hereof. The Borrower agrees to pay any reasonable and documented, out-of-pocket expenses of the Administrative Agent relating to any Commitment Amount Increase pursuant to Section 12.15 and arrangement fees related thereto as aforesaidagreed between Administrative Agent and the Borrower in that certain fee letter dated March 14, 2018. Notwithstanding anything herein to the contrary, no Lender will be under shall have any obligation to increase its Commitment hereunder. Upon and no Lender’s Commitment shall be increased without its receipt of an Assumption Agreement executed by an Assuming Lenderconsent thereto, together with the certificates referred and each Lender may at its option, unconditionally and without cause, decline to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrowerincrease its Commitment. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.

Increase in Commitments. (a) Following Subject to the Effective Dateterms and conditions set forth herein, the Borrower may at any time and shall have the right to cause from time to time an increase in the Multi-Year Facility Commitments of the Lenders by up to $150,000,000 in the aggregate (each such increase being a “Commitment Increase”), ) by notice adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are consented to by the Global Administrative Agent specifying and the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Australian Administrative Agent (the which consent shall not be unreasonably withheld or delayed) or by allowing one or more existing Lenders to increase their respective Commitments (each a “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase DateCI Lender”); provided, which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that: however, that (i) at the minimum aggregate amount time of each Commitment Increase shall be $10,000,000; (ii) immediately after giving effect to such the Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000; (iii) no Event of Default shall have occurred and be continuing on which is continuing, (ii) no such Commitment Increase Date shall cause the total amount of the Commitments to exceed U.S.$450,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or shall result from the Commitment Increase; and withheld in such Lender’s sole and absolute discretion), (iv) if, on the representations and warranties contained in Article III effective date of such increase, any Loans have been funded, then the Borrower shall be true obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and correct in all material respects on and as (v) each CI Lender shall execute a Notice of the Commitment Increase Date as if made on and as of deliver such date (or, if any such representation and warranty is expressly stated executed notice to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Australian Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvalsAgent. (b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall must be increased as of such Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of requested by written notice from the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Global Administrative Agent and its counsel; (ii) with respect to each Assuming Lender, the Australian Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such (a “Notice of Commitment Increase Date, an assumption agreement Increase”) in substantially the form of Exhibit B I attached hereto. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice (an “Assumption Agreement”not less than five (5) duly executed Business Days after receipt by such Assuming Lender the Global Administrative Agent and consented the Australian Administrative Agent) or on another date agreed to by the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Global Administrative Agent, on or prior the Australian Administrative Agent and the Borrower (such date referred to 10:00 a.m., New York City time, on such as the “Commitment Increase Effective Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower”). (c) Upon its receipt On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of confirmation from a Lender that it is increasing its Commitment hereundersuch date, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record each CI Lender shall, by wire transfer of immediately available funds, deliver to the information contained therein in Australian Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Register and Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Australian Administrative Agent shall, if by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Assumption Agreement has been completed and is Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.10, ratably in substantially accordance with the form respective principal amounts thereof, of Exhibit Bthe principal amounts of all then outstanding Loans of such Reducing Percentage Lender, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (ziii) give prompt notice thereof the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the Borrowerreallocation of any outstanding Loans. (d) In Each Commitment Increase shall become effective on its Commitment Increase Effective Date and upon such effectiveness (i) the event that Global Administrative Agent and the Australian Administrative Agent shall have received notice from record in its records the Borrower CI Lender’s information as to any agreement with respect to a provided in the Notice of Commitment Increase and pursuant to an Administrative Questionnaire in form satisfactory to the Global Administrative Agent and the Australian Administrative Agent that shall be executed and delivered by each CI Lender to the Global Administrative Agent and the Australian Administrative Agent on or prior to before the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Effective Date, the Administrative Agent (ii) Schedule 2.1 hereof shall notify the be amended and restated to set forth all Lenders (including any Assuming CI Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the that will be Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (hereunder after giving effect to such Commitment Increase (which shall be set forth in Annex I to the applicable Notice of Commitment Increase) or as otherwise deemed advisable in and the sole discretion of the Australian Administrative Agent after consultation with the Borrowershall distribute to each Lender (including each CI Lender) a copy of such amended and restated Schedule 2.1, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to each CI Lender identified on the Lenders the amounts, if any, payable Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under Section 2.16this Agreement.

Increase in Commitments. (a) Following The Borrower shall have the Effective Date, the Borrower may right at any time and from time to time after the Closing Date and prior to the date that is 30 days prior to the Facility Termination Date to increase the Multi-Year Facility Commitments Aggregate Commitment (each such increase proposed increased being a “"Commitment Increase”"), either by notice to having a Lender increase its Commitment then in effect (each an "Increasing Lender") or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an "Assuming Lender"), in each case with the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to approval of the Administrative Agent (such approval not to be unreasonably withheld), which notice shall specify the “name of each Increasing Lender and/or Assuming Lender(s)”) that have agreed to provide Lender, as applicable, the additional Commitment(s) amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “"Commitment Increase Date”"), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Datenotice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that: : (i) the minimum aggregate amount of each any such request for a Commitment Increase shall be in a minimum amount of $10,000,000; 25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to such any Commitment Increase, the Multi-Year Facility Commitments hereunder Aggregate Commitment shall not exceed $850,000,000; 300,000,000; (iii) no Event of Default or Unmatured Default shall have occurred and be continuing on such the applicable Commitment Increase Date or shall result from the any Commitment Increase; and and (iv) the representations and warranties contained in Article III 5 (other than in Section 5.5) shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific specified date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender shall become a Lender hereunder as of such Each Commitment Increase Date (and the increase of the Commitment of any each Increasing Lender and any such and/or the new Commitment of each Assuming Lender Lender, as applicable, resulting therefrom) shall be increased become effective as of such the Commitment Increase Date; provided that: : (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in clause (aSection 2.20(a) of this Section has been satisfied and (B) attaching the resolutions adopted by the Borrower approving or consenting to such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel; ; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, an assumption a written agreement in substantially among the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by Lender, the Borrower and the Administrative Agent, substantially in the form of Exhibit F (a "Joinder Agreement"); and and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant On each Commitment Increase Date upon such time as the applicable conditions set forth in Section 2.20(a) and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.2.20

Increase in Commitments. (a) Following On or prior to the Effective 18 month anniversary of the Closing Date, the Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”)may, by notice to the Administrative Agent specifying (who shall promptly notify the existing Lender(s) Lenders), request an increase in the Commitments (the each such increase, an “Increasing Lender(s)Incremental Commitment”) and/or any other Person(s) selected by to an aggregate amount of $250,000,000 or such higher amount as mutually agreed between the Borrower and reasonably acceptable the Lenders. (b) An Incremental Commitment may be provided by any existing Lender or any new lender (each such Lender or lender, an “Incremental Lender”); provided that each new Incremental Lender is subject to the consent of the Borrower and the Initial Lender. Notwithstanding anything herein to the contrary, no existing Lender has any obligation to agree to increase its Commitment pursuant to this Section 2.17 and any election to do so will be in the sole discretion of such Lender. (c) The Administrative Agent (in accordance with the “Assuming Lender(s)”) that have agreed to provide direction of the additional Commitment(sInitial Lender) and the Borrower shall determine the effective date on which for such increase is pursuant to be effective this Section 2.17 (the an “Incremental Commitment Increase Effective Date”)) and, which shall if applicable, the final allocation of such increase among the Persons providing such increase; provided that such date must be a Business Day at least five (5) days ten Business Days after delivery of the request for such notice and prior increase (unless otherwise approved by the Initial Lender). To effect such increase, the Borrower, the applicable Incremental Lenders and, at the direction of the Initial Lender, Administrative Agent (but no other Lenders or other Persons (except to the Multi-Year Facility extent required in order to give effect to such Incremental Commitment)) shall enter into one or more agreements or amendments to this Agreement (including a joinder to this Agreement), each in form and substance satisfactory to the Borrower and the Initial Lender, pursuant to which the applicable Incremental Lenders will provide the Incremental Commitments. Effective as of the applicable Incremental Commitment Termination Effective Date; provided that, subject to the terms and conditions set forth in this Section 2.17, each Incremental Commitment is a Commitment (and not a separate facility hereunder), must have identical terms, including pricing of the initial Commitments and the Advances made by the applicable Incremental Lenders on such Incremental Commitment Effective Date pursuant to Section 2.17(e) are Advances, for all purposes of this Agreement. (d) Notwithstanding the foregoing, the increase in the Commitments pursuant to this Section 2.17 is not effective with respect to any Incremental Lender unless: (i) no Event of Default, Unmatured Event of Default or Market Trigger Event has occurred and is continuing on the minimum aggregate amount of each Incremental Commitment Increase shall be $10,000,000; (ii) immediately Effective Date or would exist after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000increase; (iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and (ivii) the representations and warranties contained in Article III shall be this Agreement are true and correct in all material respects on and as of the Incremental Commitment Increase Effective Date and after giving effect to such increase, as if though made on and as of such date (or, if any such representation and or warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding ; (iii) the foregoing, nothing herein shall constitute Borrower has paid each Incremental Lender an agreement or commitment upfront fee in an amount equal to 1.00% of its Incremental Commitment (such upfront fee to be pro rated by the Administrative Agent or any Lender to any specific increase ratio of the number of days remaining in the Multi-Year Facility CommitmentAvailability Period to the total number of days in the Availability Period, which agreement or commitment may only be made at a future date after in each case calculating the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender shall become a Lender hereunder Availability Period as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in effect under clause (a) of this the definition thereof) on such date); (iv) if the Borrower has previously extended the ending date of the Availability Period pursuant to Section 2.18, then the Borrower has been satisfied and paid each Lender an additional upfront fee in an amount equal to 0.25% of its Incremental Commitment; (Bv) such certificates as the Administrative Agent has received one or its more agreements contemplated above, providing for Incremental Commitments in the amount of such increase; and (vi) one or more favorable opinions of counsel may reasonably request relating to the organizationBorrower consistent with the opinions given on the Closing Date, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating reasonably acceptable to the Borrower, this Agreement or the Commitment Increase, all in form Initial Lender and substance satisfactory addressed to the Administrative Agent Agent, the Servicer, the Lenders and its counsel; (ii) with respect to each Assuming Lenderthe Collateral Custodian. As of such Incremental Commitment Effective Date, upon the Administrative Agent’s receipt of the documents required by this Section 2.17(d), the Administrative Agent shall have received, on or prior record the information contained in the applicable agreement contemplated above in the Register and give prompt notice of the increase in the Commitments to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and Lenders (iii) including each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the BorrowerIncremental Lender). (ce) Upon its receipt of confirmation from a Lender that it is increasing its On each Incremental Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shallEffective Date, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increasethere are Advances then outstanding, the Borrower shallis deemed to prepay such Advances and deemed to re-borrow Advances from the Incremental Lenders, as is necessary in order that, after giving effect to the extent necessary to ensure the Loans are such deemed prepayments and borrowings, all Advances will be held ratably by the Lenders (including the Incremental Lenders) in accordance with the their respective Multi-Year Facility Commitments of such Lenders (Pro Rata Share after giving effect to the applicable Incremental Commitments and the Lenders shall make such Commitment Increasepayments or adjustments as are equitable so that the Advances will be held ratably by the Lenders (including the Incremental Lenders) or as in accordance with their respective Pro Rata Share after giving effect to the applicable Incremental Commitments (or, if the Lenders otherwise deemed advisable in agree, the sole discretion Lenders, including the Incremental Lenders, may assign portions of the Administrative Agent after consultation with outstanding Advances to accomplish the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16same result).

Increase in Commitments. (a) Following the Effective Date, the The Parent Borrower may at any time and from time to time increase propose that the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and additional lenders reasonably acceptable satisfactory to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide will be providing the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that: (i) the minimum aggregate amount of each proposed Commitment Increase shall be $10,000,0005,000,000 in the case of an Assuming Lender or an Increasing Lender; (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder shall not exceed $850,000,0001,000,000,000; (iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and (iv) the representations and warranties contained in Article III Section 5 and in the other Loan Documents shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Parent Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section subsection has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counselsatisfied; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B C (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Parent Borrower and acknowledged by the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Parent Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall (iA) record the information contained therein in the Register and (iiB) give prompt notice thereof to the Parent Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no such Lender will be under any no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit BC, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Parent Borrower. (d) In the event that the Administrative Agent shall have received notice from the Parent Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, relevant Borrowers shall (i) prepay the outstanding Revolving Credit Loans (if any) in full, (ii) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment prepayment, so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16subsection 3.11.

Increase in Commitments. (a) Following After the Effective Date, the Borrower may at any time and from time Borrowers shall have the right to time increase the Multi-Year Facility aggregate Revolving Commitments by obtaining additional Revolving Commitments (each such “Incremental Revolving Commitments”) and the right to increase being a the aggregate Term Loan Commitments by obtaining additional Term Loan Commitments (“Commitment IncreaseIncremental Term Commitments”), by notice to in each case from either from one or more of the Administrative Agent specifying the existing Lender(sLenders or an additional Eligible Incremental Lender; provided that (A) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Incremental Commitment Increase Date”), which shall be in a Business Day at least five minimum amount of $25,000,000, (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that: (iB) the minimum aggregate amount of each Commitment Increase shall be $10,000,000; (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility all Incremental Commitments hereunder effected pursuant hereto shall not exceed $850,000,000; 1,000,000,000; (iiiC) no Event of Default any such new Term Lender shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and (iv) the representations and warranties contained in Article III shall be true and correct in assumed all material respects on and as of the Commitment Increase Date as if made on rights and as obligations of such date a “Term Lender” hereunder; (or, if D) any such representation new Revolving Lender shall have assumed all of the rights and warranty is expressly stated obligations of a “Revolving Lender” hereunder; (E) any such Incremental Revolving Commitments shall, subject to Section 2.10(e), be on the same terms as the other Revolving Commitments and any such Incremental Term Commitments shall, subject to Section 2.10(e), be on the same terms as the other Term Loans; and (F) all of the procedures and other conditions described in this Section 2.10 shall have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvalssatisfied. (b) Any Assuming Lender The Borrower Representative shall become request an Incremental Commitment by delivering a Lender hereunder as notice (an “Incremental Commitment Request”) to the Administrative Agent, who shall promptly notify the Lenders of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that: (i) substance thereof. The notice by the Administrative Agent to the Lenders describing each Incremental Commitment Request shall have received on or prior specify the time period (to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of be determined by the Borrower stating that each Representative in consultation with the Administrative Agent, but in no event be less than 15 Business Days from the date of delivery by the Borrower Representative of the applicable conditions Incremental Commitment Request to such Commitment Increase set forth in clause (athe Administrative Agent) of this Section has been satisfied within which each Lender is required to inform the Borrower Representative and (B) such certificates as the Administrative Agent whether such Lender intends to participate in the applicable Incremental Commitment. Each Lender shall notify the Administrative Agent within the required time period whether or not it agrees to participate in the applicable Incremental Commitment and, if so, shall specify the amount of such Incremental Commitment it desires to be allocated to it. Any Lender not responding within such time period shall be deemed to have declined to increase its counsel may reasonably request relating Commitment. Each determination by a Lender to participate in an Incremental Commitment shall be made by it in its sole and absolute discretion. (c) The Administrative Agent shall notify the organization, existence Borrower Representative and good standing each Lender of the BorrowerLenders’ responses to each Incremental Commitment Request. The Borrowers may obtain the agreement of additional Eligible Incremental Lenders to become Lenders pursuant to an Incremental Commitment Joinder Agreement, in substantially the authorization form of the Exhibit D (each, an “Incremental Commitment Increase Joinder Agreement”). Each such Eligible Incremental Lender shall, as a condition to participating in any Incremental Commitment, be required to deliver all forms, if any, that are required to be delivered by such Eligible Incremental Lender pursuant to Section 9.04 and any other legal matters relating information that the Administrative Agent requires from Lenders as a condition to becoming a party to this Agreement. Any Incremental Commitment shall be allocated among the existing Lenders that agree to participate in such Incremental Commitment and additional Eligible Incremental Lenders who agree to become Lenders pursuant to an Incremental Commitment Joinder Agreement (in each case, up to the Borrower, this Agreement or amount of each such Person’s agreed participation) as agreed by the Commitment Increase, all Borrower Representative and the Administrative Agent. (d) Any amendment hereto solely for Incremental Commitments shall be in form and substance satisfactory to the Administrative Agent and its counsel; (ii) with respect to each Assuming Lender, shall only require the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form written signatures of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, the Borrower Representative (on behalf of the Borrowers) and the Lender(s) providing an Incremental Commitment. As a condition precedent to any such Incremental Commitment, the Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party (in sufficient copies for each Lender) signed by an authorized officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or prior consenting to 10:00 a.m.such Incremental Commitment; and (y) in the case of the Borrowers, New York City timecertifying that, before and immediately after giving effect to such increase, (A) the representations and warranties contained in Article III and the other Loan Documents shall be true and correct, except that such representations and warranties that relate solely to an earlier date shall be true and correct in all material respects as of such earlier date; (B) no Default or Event of Default shall have occurred and be continuing or would result from any such Incremental Commitment; and (C) at the time of and immediately after giving effect to each such Incremental Commitment, the Borrowers shall be in compliance with the covenant set forth in Section 6.13 (on a Pro Forma Basis for the Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b) ending immediately preceding such Incremental Commitment), which compliance shall be evidenced by the due completion, execution and delivery of a Compliance Certificate and based on the assumption that such Incremental Commitment Increase Datewas fully drawn on the first day of such Test Period, confirmation in writing and (ii) such opinions of counsel, evidence of flood insurance, ratification agreements, amendments to the other Loan Documents (which amendments the Administrative Agent is authorized to execute on behalf of all Lenders), and other documents, certificates and information as the Administrative Agent may reasonably request; provided that flood insurance due diligence and flood insurance compliance shall be reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the BorrowerLenders. (ce) Upon its receipt The terms and provisions of confirmation from a Lender that it is increasing its Commitment hereunder, together the Loans made with the certificates referred respect to in clause (b)(i) above, the Administrative Agent any Incremental Commitments shall (i) record rank pari passu in right of payment and of security with, and shall have the information contained therein in same guarantees as the Register and existing Loans; (ii) give prompt notice thereof have a maturity date that is not earlier than the Maturity Date of the Term Loan; (iii) have a weighted average life to maturity that is no shorter than the Borrowerweighted average life to maturity of the Term Loans; (iv) have a rate of interest as set forth in each applicable Incremental Commitment Joinder Agreement; provided that absent if such Lender’s confirmation interest rate is greater than the interest rate on the Term Loan, the interest rate on the existing Loans shall be increased so as to equal the interest rate applicable to the incremental Loans comprising such Incremental Commitment; and (v) otherwise be treated the same as, and not be entitled to any additional benefits than or impose any more obligations than, the Term Loan or Revolving Loans, as applicable. (f) Any existing Lender that has a Note and participates in any Incremental Commitment shall, substantially contemporaneously with the delivery of its Note to be replaced to the Borrowers, receive a replacement Note that evidences the aggregate principal amount of its Loans outstanding hereunder. Any new Lender requesting a Note shall receive such a Commitment Increase as aforesaid, no Lender will be under Note in an amount equal to the aggregate principal amount of the Incremental Commitments for which its funds pursuant to the terms of this Section. (g) Within a reasonable time after the effective date of any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) aboveIncremental Commitment, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially hereby authorized and directed to, revise the form Commitment Schedule to reflect any Incremental Commitment and shall distribute such revised Commitment Schedule to each of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date Lenders and the actions provided for in clause (b) above Borrowers, whereupon such revised Commitment Schedule shall have occurred by 10:00 a.m.replace the prior Commitment Schedule and become part of this Agreement. On the Business Day following the effectiveness of any such Incremental Revolving Commitment, New York City time, on such Commitment Increase Date, the Administrative Agent all outstanding Revolving Loans shall notify be reallocated among the Lenders (including any Assuming newly added Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the Lenders’ respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion revised Applicable Percentages of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16Revolving Commitments.

Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that: (i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000; (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000350,000,000; (iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and (iv) the representations and warranties contained in Article III shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counselsatisfied; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.162.14.

Increase in Commitments. (a) Following Subject to the Effective Dateterms and conditions set forth herein, the Borrower may at any time and shall have the right, without the consent of the Lenders, the Administrative Agent or the Issuing Banks, to cause from time to time an increase in the Multi-Year Facility total amount of the Commitments (each such increase being a “Commitment Increase”), ) by notice adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent specifying and the existing Lender(s) Issuing Banks (the each a “Increasing Lender(s)CI Lender”) and/or any other Person(s) selected or by the Borrower and reasonably acceptable allowing one or more existing Lenders to the Administrative Agent (the “Assuming Lender(s)”) increase their respective Commitments; provided, however, that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that: (i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000; (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000; (iii) no Event of Default shall have occurred and be continuing on which is continuing, (ii) no such Commitment Increase Date shall cause the total amount of the Commitments to exceed $4,000,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or shall result from the Commitment Increase; and withheld in such Lender’s sole and absolute discretion) and (iv) if, on the representations and warranties contained in Article III effective date of such increase, any Loans have been funded, then the Borrower shall be true and correct obligated to pay any breakage fees or costs in all material respects on and as of connection with the Commitment Increase Date as if made on and as reallocation of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvalsoutstanding Loans. (b) Any Assuming Lender Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.9 hereto. The Administrative Agent shall become give prompt notice to each Issuing Bank of its receipt of a Lender hereunder Notice of Commitment Increase. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such Commitment Increase Date and date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Commitment of any Increasing Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender and any such Assuming Lender shall be increased as of to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date; provided that: , (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.3, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section, the following defined terms shall have received on the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the total amount of the Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to 10:00 a.m.giving effect to the Commitment Increase, New York City timeif any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Date Effective Date); (A2) a certificate of a duly authorized officer of “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates that does not increase its respective Commitment as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization a result of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) whose relative percentage of the occurrence total amount of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (shall be reduced after giving effect to such Commitment Increase; and (3) or as otherwise deemed advisable in “Reduction Amount” means the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay without regard to the Lenders effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the amounts, if any, payable under Section 2.16Commitment Increase).

Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase propose that the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”"COMMITMENT INCREASE"), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s"INCREASING LENDER(S)”") and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent additional lenders (the “Assuming Lender(s"ASSUMING LENDER(S)”") that have agreed to provide will be providing the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”"COMMITMENT INCREASE DATE"), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided PROVIDED that: (i) the minimum aggregate amount of each proposed Commitment Increase shall be $10,000,000(A)$10,000,000 in the case of an Assuming Lender and (B)$5,000,000 in the case of an Increasing Lender; (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder shall not exceed $850,000,000250,000,000; (iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and (iv) the representations and warranties contained in Article III Section 5 and in the other Loan Documents shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided PROVIDED that: (i) the Administrative Agent shall have received on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section subsection has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counselsatisfied; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B EXHIBIT C (an “"Assumption Agreement”") duly executed by such Assuming Lender and consented to by the Borrower and acknowledged by the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall (iA) record the information contained therein in the Register and (iiB) give prompt notice thereof to the Borrower; provided that absent such Lender’s 's confirmation of such a Commitment Increase as aforesaid, no such Lender will be under any no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit BEXHIBIT C, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, shall (i) prepay the outstanding Revolving Credit Loans (if any) in full, (ii) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment prepayment, so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16subsection 3.11.

Increase in Commitments. (a) Following The Borrower shall have the Effective Date, the Borrower may right at any time and from time to time after the Closing Date and prior to the date that is 30 days prior to the Facility Termination Date to increase the Multi-Year Facility Commitments Aggregate Commitment (each such increase proposed increased being a “"Commitment Increase”"), either by notice to having a Lender increase its Commitment then in effect (each an "Increasing Lender") or by adding as a Lender with a new Commitment hereunder a Person which is not then a Lender (each an "Assuming Lender"), in each case with the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to approval of the Administrative Agent (such approval not to be unreasonably withheld), which notice shall specify the “name of each Increasing Lender and/or Assuming Lender(s)”) that have agreed to provide Lender, as applicable, the additional Commitment(s) amount of the Commitment Increase and the portion thereof being assumed by each such Increasing Lender or Assuming Lender, and the date on which such increase is to be effective (the “"Commitment Increase Date”"), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Datenotice; provided that no Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender; provided further that: : (i) the minimum aggregate amount of each any such request for a Commitment Increase shall be in a minimum amount of $10,000,000; 25,000,000 or a higher integral multiple of $1,000,000; (ii) immediately after giving effect to such any Commitment Increase, the Multi-Year Facility Commitments hereunder Aggregate Commitment shall not exceed $850,000,000; 200,000,000; (iii) no Event of Default or Unmatured Default shall have occurred and be continuing on such the applicable Commitment Increase Date or shall result from the any Commitment Increase; and and (iv) the representations and warranties contained in Article III 5 (other than in Section 5.5) shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific specified date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender shall become a Lender hereunder as of such Each Commitment Increase Date (and the increase of the Commitment of any each Increasing Lender and any such and/or the new Commitment of each Assuming Lender Lender, as applicable, resulting therefrom) shall be increased become effective as of such the Commitment Increase Date; provided that: : (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower an Authorized Officer stating that each of the applicable conditions to such Commitment Increase set forth in clause (aSection 2.20(a) of this Section has been satisfied and (B) attaching the resolutions adopted by the Borrower approving or consenting to such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel; ; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, an assumption a written agreement in substantially among the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by Lender, the Borrower and the Administrative Agent, substantially in the form of Exhibit F (a "Joinder Agreement"); and and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, a.m. on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant On each Commitment Increase Date upon such time as the applicable conditions set forth in Section 2.20(a) and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.2.20

Increase in Commitments. (a) Following Subject to the Effective Dateterms and conditions set forth herein, the Borrower may at any time shall have the right, with the consent of the Administrative Agent and the Issuing Banks (such consent not to be unreasonably withheld or delayed), to cause from time to time an increase in the Multi-Year Facility Total Commitments (each such increase being a “Commitment Increase”), ) by notice adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent specifying and the existing Lender(s) Issuing Banks (the each a “Increasing Lender(s)CI Lender”) and/or any other Person(s) selected or by the Borrower and reasonably acceptable allowing one or more existing Lenders to the Administrative Agent (the “Assuming Lender(s)”) increase their respective Commitments; provided, however, that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that: (i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000; (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000; (iii) no Event of Default shall have occurred and be continuing on which is continuing, (ii) no such Commitment Increase Date shall cause the Total Commitments to exceed $1,500,000,000, (iii) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or shall result from the Commitment Increase; and withheld in such Lender’s sole and absolute discretion) and (iv) if, on the representations and warranties contained in Article III effective date of such increase, any Loans have been funded, then the Borrower shall be true and correct obligated to pay any breakage fees or costs in all material respects on and as of connection with the Commitment Increase Date as if made on and as reallocation of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct outstanding Loans in all material respects on and as of such specific dateaccordance with Section 2.9(c). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender Commitment Increase must be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit 2.9 hereto. The Administrative Agent shall become give prompt notice to each Issuing Bank of its receipt of a Lender hereunder Notice of Commitment Increase. Once the Notice of Commitment Increase is fully-executed, such notice and such Commitment Increase shall be effective on the proposed effective date set forth in such notice or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such Commitment Increase Date and date, (i) each CI Lender shall, by wire transfer of immediately available funds, deliver to the Commitment of any Increasing Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender and any such Assuming Lender shall be increased as of to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date; provided that: , (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a prepayment by the Borrower pursuant to Section 2.3, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section, the following defined terms shall have received on the following meanings: (1) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the Total Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to 10:00 a.m.giving effect to the Commitment Increase, New York City timeif any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Date Effective Date); (A2) a certificate of a duly authorized officer of “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates that does not increase its respective Commitment as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization a result of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) whose relative percentage of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Total Commitments of such Lenders (shall be reduced after giving effect to such Commitment Increase; and (3) or as otherwise deemed advisable in “Reduction Amount” means the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of a Commitment Increase Effective Date (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay without regard to the Lenders effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the amounts, if any, payable under Section 2.16Commitment Increase).

Increase in Commitments. (a) Following the Effective Date, the Borrower may at any time and from time to time increase the Multi-Year Facility Commitments (each such increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that: (i) the minimum aggregate amount of each Commitment Increase shall be $10,000,000; (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Commitments hereunder shall not exceed $850,000,000; (iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the Commitment Increase; and (iv) the representations and warranties contained in Article III shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall (i) record the information contained therein in the Register and (ii) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no Lender will be under any obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16.

Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase propose that the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and additional lenders reasonably acceptable satisfactory to the Administrative Agent (the “Assuming Lender(s)”) that have agreed to provide will be providing the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that: (i) the minimum aggregate amount of each proposed Commitment Increase shall be $10,000,0005,000,000 in the case of an Assuming Lender or an Increasing Lender; (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder shall not exceed $850,000,0001,000,000,000; (iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and (iv) the representations and warranties contained in Article III Section 5 and in the other Loan Documents shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section subsection has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counselsatisfied; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B C (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and acknowledged by the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall (iA) record the information contained therein in the Register and (iiB) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no such Lender will be under any no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit BC, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, shall (i) prepay the outstanding Revolving Credit Loans (if any) in full, (ii) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment prepayment, so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16subsection 3.11.

Increase in Commitments. (a) Following the Effective Date, the The Borrower may at any time and from time to time increase propose that the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder be increased (each such proposed increase being a “Commitment Increase”), by notice to the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to the Administrative Agent additional lenders (the “Assuming Lender(s)”) that have agreed to provide will be providing the additional Commitment(s) and the date on which such increase is to be effective (the “Commitment Increase Date”), which shall be a Business Day at least five (5) days three Business Days after delivery of such notice and prior to the Multi-Year Facility Commitment Termination Date; provided that: (i) the minimum aggregate amount of each proposed Commitment Increase shall be (A) $10,000,00010,000,000 in the case of an Assuming Lender and (B) $2,500,000 in the case of an Increasing Lender; (ii) immediately after giving effect to such Commitment Increase, the Multi-Year Facility Aggregate Revolving Credit Commitments hereunder shall not exceed $850,000,000400,000,000; (iii) no Event of Default shall have occurred and be continuing on such Commitment Increase Date or shall result from the proposed Commitment Increase; and (iv) the representations and warranties contained in Article III Section 5 and in the other Loan Documents shall be true and correct in all material respects on and as of the Commitment Increase Date as if made on and as of such date (or, if any such representation and warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender shall become a Lender hereunder as of such Commitment Increase Date and the Commitment of any Increasing Lender and any such Assuming Lender shall be increased as of such Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section subsection has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counselsatisfied; (ii) with respect to each Assuming Lender, the Administrative Agent shall have received, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, an assumption agreement in substantially the form of Exhibit B C (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower and acknowledged by the Administrative Agent; and (iii) each Increasing Lender shall have delivered to the Administrative Agent, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, confirmation in writing reasonably satisfactory to the Administrative Agent as to its increased Commitment, with a copy of such confirmation to the Borrower. (c) Upon its receipt of confirmation from a Lender that it is increasing its Commitment hereunder, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall (iA) record the information contained therein in the Register and (iiB) give prompt notice thereof to the Borrower; provided that absent such Lender’s confirmation of such a Commitment Increase as aforesaid, no such Lender will be under any no obligation to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates certificate referred to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit BC, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable in the sole discretion of the Administrative Agent after consultation with the Borrower, shall (i) prepay the outstanding Revolving Credit Loans (if any) in full, (ii) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such prepayment prepayment, so that, after giving effect thereto, the Revolving Credit Loans are held ratably by the Lenders in accordance with the respective Revolving Credit Commitments of such Lenders (after giving effect to such Commitment Increase) and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16subsection 3.11.

Increase in Commitments. (a) Following the Effective DateThe Company may, the Borrower may at any time and from time after the Closing Date by notice to time the Administrative Agent, propose an increase in the Multi-Year Facility total Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment then in effect (each an “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment hereunder (each an “Assuming Lender”), by notice to in each case, with the Administrative Agent specifying the existing Lender(s) (the “Increasing Lender(s)”) and/or any other Person(s) selected by the Borrower and reasonably acceptable to approval of the Administrative Agent (not to be unreasonably withheld); provided that each Assuming Lender shall be a NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank. Such notice shall specify (i) the “name of each Increasing Lender and/or Assuming Lender(s)”Lender, as applicable, (ii) that have agreed the amount of the Commitment Increase and the portion thereof being committed to provide the additional Commitment(sby each such Increasing Lender or Assuming Lender and (iii) and the date on which such increase Commitment Increase is to be effective (the a “Commitment Increase Date”), ) (which shall be a Business Day at least five (5) days Business Days after delivery of such notice and 30 days prior to the Multi-Year Facility Commitment Termination Date; provided that). Each Commitment Increase shall be subject to the following additional conditions: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum aggregate amount of at least $25,000,000; (ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall be in an amount of at least $10,000,00025,000,000; (iiiii) immediately after giving effect to such any Commitment Increase, the Multi-Year Facility total Commitments hereunder shall not exceed $850,000,0002,000,000,000; (iiiiv) no Event of Default shall have has occurred and be is continuing on such the relevant Commitment Increase Date or shall result from the any Commitment Increase; and (ivv) the representations and warranties contained of the Company set forth in Article III this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation and or warranty is expressly stated to have been made as of a specific date, such representation and warranty shall be true and correct in all material respects on and as of such specific date). Notwithstanding the foregoing, nothing herein shall constitute an agreement or commitment by the Administrative Agent or any Lender to any specific increase in the Multi-Year Facility Commitment, which agreement or commitment may only be made at a future date after the applicable Lenders secure any required credit approvals. (b) Any Assuming Lender shall become a Lender hereunder as of such Each Commitment Increase Date (and the increase of the Commitment of any each Increasing Lender and any such Assuming Lender shall be increased as and/or the new Commitment of such Commitment Increase Date; provided that: (i) the Administrative Agent shall have received on or prior to 10:00 a.m., New York City time, on such Commitment Increase Date (A) a certificate of a duly authorized officer of the Borrower stating that each of the applicable conditions to such Commitment Increase set forth in clause (a) of this Section has been satisfied and (B) such certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Commitment Increase and any other legal matters relating to the Borrower, this Agreement or the Commitment Increase, all in form and substance satisfactory to the Administrative Agent and its counsel; (ii) with respect to each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent shall have receivedAgent, on or prior to 10:00 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer of the Company stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an assumption agreement agreement, in substantially form and substance satisfactory to the form of Exhibit B (an “Assumption Agreement”) duly executed by such Assuming Lender and consented to by the Borrower Company and the Administrative Agent; and (iii) each Increasing Lender shall have delivered , pursuant to the Administrative Agentwhich, on or prior to 10:00 a.m., New York City time, on effective as of such Commitment Increase Date, confirmation in writing reasonably satisfactory to each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its Commitment, as applicable), duly executed by each such Lender and the Company and acknowledged by the Administrative Agent as to its increased Commitment, with a copy of such confirmation to Agent. Upon the Borrower. (c) Upon its Administrative Agent’s receipt of confirmation a fully executed agreement from a each such Increasing Lender that it is increasing its Commitment hereunderand/or Assuming Lender, together with the certificates referred to in clause (b)(i) abovesuch certificate of such Responsible Officer, the Administrative Agent shall (i) record the information contained therein in such agreement in the Register and (ii) give prompt notice thereof of the relevant Commitment Increase to the Borrower; provided that absent such Company and the Lenders (including, if applicable, each Assuming Lender’s confirmation of such a Commitment Increase as aforesaid). Notwithstanding anything herein to the contrary, no Lender will be under shall have any obligation to agree to increase its Commitment hereunder. Upon its receipt of an Assumption Agreement executed by an Assuming Lender, together with the certificates referred hereunder and any election to in clause (b)(i) above, the Administrative Agent shall, if such Assumption Agreement has been completed and is in substantially the form of Exhibit B, (x) accept such Assumption Agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower. (d) In the event that the Administrative Agent do so shall have received notice from the Borrower as to any agreement with respect to a Commitment Increase on or prior to the relevant Commitment Increase Date and the actions provided for in clause (b) above shall have occurred by 10:00 a.m., New York City time, on such Commitment Increase Date, the Administrative Agent shall notify the Lenders (including any Assuming Lenders) of the occurrence of such Commitment Increase promptly on such date by facsimile transmission or electronic messaging system. On the date of such Commitment Increase, the Borrower shall, to the extent necessary to ensure the Loans are held ratably by the Lenders in accordance with the respective Multi-Year Facility Commitments of such Lenders (after giving effect to such Commitment Increase) or as otherwise deemed advisable be in the sole discretion of the Administrative Agent after consultation with the Borrower, (i) prepay the outstanding Loans (if any) in full, (ii) simultaneously borrow new Loans hereunder in an amount equal to such prepayment and (iii) pay to the Lenders the amounts, if any, payable under Section 2.16Lender.