Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,0001,000,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (and, for the avoidance of doubt, no such Lender shall have an obligation to so agree) and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article ARTICLE V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections Section 6.01(a) and (b6.01(b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. (ai) Provided there exists The Borrower shall have the option, without the consent of the Lenders, from time to time to cause one or more increases in the Aggregate Commitments by adding, subject to the prior approval of the Administrative Agent and the Issuing Banks (such approval not to be unreasonably withheld), to this Agreement one or more financial institutions as Lenders (collectively, the “New Lenders”) or by allowing one or more Lenders to increase their respective Commitments; provided however that: (A) prior to and after giving effect to the increase, no DefaultDefault or Event of Default shall have occurred hereunder and be continuing, upon notice (B) no such increase shall cause the Aggregate Commitments to exceed $1,150,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent, and (D) such increase shall be evidenced by a commitment increase agreement in form and substance reasonably acceptable to the Administrative Agent (and executed by the Borrower, the Administrative Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which shall promptly notify indicate the Lenders), the Company may from time to time, request an amount and allocation of such increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Company shall determine the effective date of such increase (the “Increase Effective Date”) ). Each financial institution that becomes a New Lender pursuant to this Section by the execution and delivery to the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such applicable commitment increase and agreement shall be a “Lender” for all purposes under this Agreement on the applicable Increase Effective Date. The Borrower shall borrow and prepay Loans on each Increase Effective Date (and pay any additional amounts required pursuant to Section 2.16) to the extent necessary to keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable Percentage after giving effect to any nonratable increase in the Aggregate Commitments under this Section. (ii) As a condition precedent to such increaseeach increase pursuant to subsection (c)(i) above, the Company Borrower shall deliver to the Administrative Agent Agent, to the extent requested by the Administrative Agent, the following in form and substance reasonably satisfactory to the Administrative Agent: (A) a certificate of each Loan Party dated as of the Increase Effective Date Date, signed by a Responsible Officer of such Loan Party (i) the Borrower certifying and attaching that each of the resolutions adopted by such Loan Party approving or consenting conditions to such increase, increase set forth in this Section 2.01(c) shall have occurred and (ii) in the case of the Company, certifying been complied with and that, before and after giving effect to such increase, (A1) the representations and warranties (other than Added L/C Representations) contained in Article V this Agreement and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective DateDate after giving effect to such increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct in all material respects as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) no Default or Event of Default exists and is continuing; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Responsible Officer of the reference Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of such Responsible Officer thereof authorized to act as a Responsible Officer in connection with such increase agreement, and such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is validly existing and in good standing in its jurisdiction of organization; and (C) a favorable customary opinion of counsel to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed Borrower, relating to refer such increase agreement, addressed to the Increase Effective Date Administrative Agent and each Lender if requested by the Administrative Agent or such Lenders. (iii) The Borrower shall have the option, by agreement with any Lender to (A) after consultation with the Administrative Agent, cause such Lender to become or cease to be an Issuing Bank under this Agreement and (B) no Default exists. The Company shall prepay increase or decrease the Letter of Credit Commitment of any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Lender as an Issuing Bank. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments by up to an aggregate amount (for all including such increase) not to exceed $187,500,000; provided that (i) the Borrower may make a maximum of three such requests, and (ii) not exceeding $700,000,000the Borrower must make any such request and deliver any such related notices on or prior to March 7, 2002. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten 10 Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees in its sole discretion to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate any Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date of such increase (the “"Increase Effective Date”) and the final allocation of such increase"). The Administrative Agent and the Borrower shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.a

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from on a one-time to time, basis request an increase in the Aggregate Commitments by to an aggregate amount (for all such requests) not exceeding $700,000,0002,000,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date then in effect, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, (ii) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, Borrower certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.15, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.04 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and 6.01, (B) no Default exists, and (C) a certificate of a Responsible Officer of the Borrower stating that all Authorizations of federal and state regulators required in order to authorize the Borrower to incur indebtedness hereunder in the amount of the Aggregate Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date then in effect have been obtained, listing any such Authorizations obtained and attaching true and correct copies thereof, or stating that no such Authorizations are required, (iii) a copy of the securities certificate registered with the Pennsylvania Public Utility Commission and the order of the Pennsylvania Public Utility Commission approving the Borrower’s incurring indebtedness hereunder in the amount of the Aggregate Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date then in effect, and (iv) an opinion of counsel to the Borrower (which may be internal counsel) stating that (x) such securities certificate has been registered with the Pennsylvania Public Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by virtue of such registration, authorizes the Borrower to incur indebtedness hereunder in the amount of the Aggregate Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date then in effect, and (y) no other Authorizations are required by the Pennsylvania Public Utility Commission or by the PUC in any other state identified by the Borrower as being a state in which the Borrower or any of its Subsidiaries is subject to regulation by a PUC; provided, however, that the delivery of the items set forth in the foregoing clauses (iii) and (iv) shall not be required as a condition precedent to such increase in the event that prior to the Borrower’s request for such increase (x) the Stated Maturity Date has not been extended beyond October 25, 2007 pursuant to Section 2.14, or (y)(1) the Restructuring has been consummated, and (2) the Borrower provides an opinion of counsel (which may be internal counsel) in form and substance reasonably satisfactory to the Administrative Agent stating that all Authorizations of federal regulators and of state regulators in Pennsylvania and West Virginia (and in any other state, if any, where the Borrower or any of its Subsidiaries is subject to the PUC regulation) required in order to permit the Borrower to incur indebtedness hereunder in the amount of the Aggregate Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date then in effect have been obtained and listing any such Authorizations obtained, or stating that no such Authorizations are required. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 2.12 or 11.0110.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000100,000,000; provided that each such increase shall be in an amount at least equal to $10,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Borrower, the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.13, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.)

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, time after the Closing Date request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,00075,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.12, (1) the representation representations and warranty warranties contained in Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b)Section 6.01, respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In Upon the event effectiveness of an any increase in Commitments pursuant to this Section 2.152.12 of the Aggregate Commitments and any resulting adjustment in a Pro Rata Share, the provisions Lenders will purchase from each other and sell to each other outstanding Loans sufficient to cause the outstanding Loans of this each Lender to equal its Pro Rata Share (as so adjusted) of the aggregate outstanding Loans. If any Lender shall suffer a loss or incur an expense as a result of the effectiveness of such purchase or sale being during an Interest Period, the Borrower shall reimburse such Lender the amount of such loss or expense. Each such Lender shall furnish the Borrower with a certificate setting forth the basis for determining the amount to be paid to it hereunder. (d) This Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 2.11 or 11.019.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Unmatured Event of Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, time request an increase in the Aggregate Commitments Revolving Commitment Amount by an aggregate amount (for all such requests) not exceeding $700,000,000100,000,000; provided that (i) the Revolving Commitment may not exceed $200,000,000; and provided further that any such request for an increase shall be in a minimum amount of $10,000,000 and in multiples of $5,000,000 in excess thereof and (ii) Company may not request more than four increases. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). . (b) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Commitment. . (c) The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve If the Lenders do not agree to the full amount of a requested increase, subject to the approval of the Administrative Agent and the Issuing Lender (which approvals shall not be unreasonably withheld), Company may also invite additional Eligible Assignees Persons to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (bd) If the Aggregate Commitments are Revolving Commitment Amount is increased in accordance with this Section 2.15Section, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and increase, the Increase Effective Date. Date and revised Pro Rata Shares. (e) As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party an Officer’s Certificate dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party Company approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V Section 5 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Unmatured Event of Default existsor Event of Default exists or shall result from such increase to the Revolving Commitment. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Loan and Letter of Credit such that, after giving effect thereto, all Revolving Outstandings hereunder are held ratably by the Lenders in proportion to their respective Commitments, Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility and letter of credit fees. Company shall prepay make any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to payments under Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising 8.4 resulting from any nonratable increase in the Commitments under this Section 2.15such assignments. (cf) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 Section 7.5 or 11.0115.1 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, The Administrative Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time a “Commitment Increase Notice”) to time, request an increase in the Aggregate Commitments by aggregate Commitment (the amount of increase requested on any occasion being referred to herein as the “Increase Amount”), in an aggregate amount (of up to US$150,000,000 for all such requests) not exceeding $700,000,000. At increases, to a maximum aggregate Commitment of US$850,000,000 (less the aggregate amount of any Commitment reductions pursuant to Section 2.8); provided that at the time of sending the Commitment Increase Notice and at the time such noticerequest would become effective (i) no Default has occurred and is continuing or would exist after giving effect to such increase in the Commitment, and (ii) the Company (Administrative Borrower will be in consultation pro forma compliance with the covenant in Section 6.7 after giving effect to any funding in connection with such increase in the Commitment. The Commitment Increase Notice shall be delivered by the Administrative Agent) Agent to the Lenders and shall specify the a time period selected by the Administrative Borrower within which each Lender is requested to respond to such Commitment Increase Notice (which shall in no event be less than ten Business Days from the date of delivery of such notice Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an the amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any such Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Administrative Borrower and each Lender of the Lenders’ such other Lender’s responses to each request made hereunder. To After the expiration of the time period set forth in the Commitment Increase Notice or receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Commitments, invite one or more other Persons (other than individuals) (an “Additional Lender”) that have agreed to provide all or any portion of the Increase Amount and that are acceptable to each of the Administrative Agent, Swingline Lender and Issuing Bank (such consent not to be unreasonably withheld or delayed) (it being agreed that any Lender as of the date of the Commitment Increase Notice would be acceptable) and such Persons may be admitted as a requested increaseLender party to this Agreement in accordance with the provisions of Section 10.4(e). None of the Administrative Agent, Lead Arranger or any other Lender shall have any obligation or other commitment to provide all or any portion of the Increase Amount. No consent of any Lender (other than any Lender providing a portion of the Increase Amount) shall be required to give effect to the Increase Amount. Any such increase in the Commitment shall become effective upon written notice by the Administrative Agent (which shall be promptly delivered by the Administrative Agent) to the Administrative Borrower and the Lenders specifying the effective date of such increase in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Company may also invite additional Eligible Assignees to become Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders pursuant to a joinder agreement in form and substance satisfactory the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Applicable Percentage of the aggregate principal amount of all Revolving Loans outstanding as of such date. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and that such Additional Lender may exercise all of its counselright of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. Notwithstanding If any such adjustment payments pursuant to the foregoing provisions preceding sentences of this Section 2.15(a), during 2.22 are made by an Additional Lender to other Lenders at a time other than the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation end of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) an Interest Period in the case of all or any portion of Revolving Loans constituting Eurocurrency Loans, CDOR Rate Loans or EURIBOR Loans, the Company, certifying that, before and after giving effect Administrative Borrower shall pay to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as each of the Increase Effective DateLenders receiving any such payment, except to at the extent time that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments payment is made pursuant to this Section 2.152.22, the provisions of this amount that would be required to be paid by the Administrative Borrower pursuant to Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01had such payments been made directly by the Administrative Borrower.

Increase in Commitments. (a) Provided there exists no Default, The Administrative Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time a “Commitment Increase Notice”) to time, request an increase in the Aggregate Commitments by an aggregate Commitment (the amount (for all such requests) not exceeding of increase requested on any occasion being referred to herein as the “Increase Amount”), to a maximum aggregate Commitment of $700,000,000. At 250,000,000; provided that at the time of sending the Commitment Increase Notice and at the time such noticerequest would become effective (i) no Default has occurred and is continuing or would exist after giving effect to such increase in the Commitment, and (ii) the Company (Administrative Borrower will be in consultation pro forma compliance with the covenant in Section 6.7 after giving effect to any funding in connection with such increase in the Commitment. NYDOCS/1287812.1 The Commitment Increase Notice shall be delivered by the Administrative Agent) Agent to the Lenders and shall specify the a time period selected by the Administrative Borrower within which each Lender is requested to respond to such Commitment Increase Notice (which shall in no event be less than ten Business Days from the date of delivery of such notice Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an the amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any such Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Administrative Borrower and each Lender of the Lenders’ such other Lender’s responses to each request made hereunder. To After the expiration of the time period set forth in the Commitment Increase Notice or receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Commitments, invite one or more other Persons (other than individuals) (an “Additional Lender”) that have agreed to provide all or any portion of the Increase Amount and that are acceptable to each of the Administrative Agent, Swingline Lender and Issuing Bank (such consent not to be unreasonably withheld) (it being agreed that any Lender as of the date of the Commitment Increase Notice would be acceptable) may be admitted as a requested increaseLender party to this Agreement in accordance with the provisions of Section 10.4(e). None of the Administrative Agent, Lead Arranger or any other Lender shall have any obligation or other commitment to provide all or any portion of the Increase Amount. Any such increase in the Commitment shall become effective upon written notice by the Administrative Agent (which shall be promptly delivered by the Administrative Agent) to the Administrative Borrower and the Lenders specifying the effective date of such increase in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Company may also invite additional Eligible Assignees to become Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders pursuant to a joinder agreement in form and substance satisfactory the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Applicable Percentage of the aggregate principal amount of all Revolving Loans outstanding as of such date. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and that such Additional Lender may exercise all of its counselright of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. Notwithstanding If any such adjustment payments pursuant to the foregoing provisions preceding sentences of this Section 2.15(a), during 2.22 are made by an Additional Lender to other Lenders at a time other than the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation end of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) an Interest Period in the case of all or any portion of Revolving Loans constituting Eurocurrency Loans, CDOR Rate Loans or EURIBOR Loans, the Company, certifying that, before and after giving effect Administrative Borrower shall pay to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as each of the Increase Effective DateLenders receiving any such payment, except to at the extent time that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments payment is made pursuant to this Section 2.152.22, the provisions of this amount that would be required to be paid by the Administrative Borrower pursuant to Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.had such payments been made directly by the Administrative Borrower. NYDOCS/1287812.1

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify such of the LendersRevolving Lenders as Visa Inc. may specify), the Company may Visa Inc. may, from time to time, request elect to increase the Total Commitment to an increase in the Aggregate Commitments by an aggregate amount (for after giving effect to all such requestsincreases) that does not exceeding $700,000,000exceed U.S.$6,000,000,000; provided that (i) each increase shall be in a minimum amount of U.S.$25,000,000 and (ii) Visa Inc. may make a maximum of five such elections. At the time of sending such notice, the Company Visa Inc. (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the applicable Revolving Lenders). . (b) Each applicable Revolving Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an the amount equal to, greater than, or less than its Pro Rata Share of such requested increaseincrease and whether such increase is of its Tranche A Commitment or Tranche B Commitment. Any Revolving Lender not responding within such time period shall be deemed to have declined to increase its Revolving Commitment. . (c) The Administrative Agent shall notify the Company Visa Inc. and each applicable Revolving Lender of the applicable Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increaseincrease and subject to the consent of the Administrative Agent, the Company which consent shall not be unreasonably withheld or delayed, Visa Inc. may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided aboveLenders. (bd) If the Aggregate Commitments are Total Commitment is increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Visa Inc. shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Visa Inc. and the Revolving Lenders (including any new Revolving Lenders) of the final allocation of such increase and the such Increase Effective Date. As On or before such Increase Effective Date, each Eligible Assignee that becomes a condition precedent new Revolving Lender shall execute a joinder agreement to such increase, the Company shall deliver this Agreement in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent is authorized and directed to amend and distribute to the Revolving Lenders (including any new Revolving Lenders) a certificate of revised Schedule 1 that gives effect to each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) increase in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V Total Commitment and the other Loan Documents are true and correct allocation thereof among the Revolving Lenders (including any new Revolving Lenders). (e) If on and as of the Increase Effective Date, except there is an unpaid principal amount of Revolving Loans, the applicable Borrowers shall, on such date or on such date or dates thereafter as the Administrative Agent shall reasonably specify (in consultation with Visa Inc. and having regard to the extent that such representations and warranties specifically refer avoidance of amounts payable pursuant to an earlier dateSection 3.5, in which each case they are true so long as no Event of Default has occurred and correct as is continuing), borrow Revolving Loans from the Revolving Lenders and/or prepay any Revolving Loans outstanding on each Increase Effective Date for the sole purpose of such earlier dateinsuring that the Revolving Loans (including, without limitation, the Types thereof and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(aInterest Periods with respect thereto) shall be deemed held by the Revolving Lenders pro rata according to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any their revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15applicable shares. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) from time to time upon not exceeding $700,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than five (5) Business Days’ notice to Agent, as long as (a) the requested increase is in a minimum amount of $10,000,000 and is offered on the same terms as existing Commitments, except for a closing fee specified by Borrower, (b) total increases under this Section do not exceed $100,000,000, and (c) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under the Intercreditor Agreement, any Permitted Junior Debt agreement or any Permitted Refinancing Debt agreement in respect of a Refinancing of Permitted Junior Debt. Agent shall promptly notify Lenders of the requested increase and, within ten (10) Business Days from the date of delivery of such notice to the Lenders). Each thereafter, each Lender shall notify the Administrative Agent within if and to what extent such time period whether or not it agrees Lender commits to increase its Commitment andCommitment. No Lender is obligated to provide any increase, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any and any Lender not responding within such time period shall be deemed to have declined an increase. If ▇▇▇▇▇▇▇ fail to increase its Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses commit to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to may issue additional Commitments and become Lenders pursuant to hereunder. Agent may allocate, in its discretion, the increased Commitments among committing ▇▇▇▇▇▇▇ and Eligible Assignees. Total Commitments shall be increased by the requested amount (or such lesser amount committed by ▇▇▇▇▇▇▇ and Eligible Assignees) on a joinder agreement in form and substance satisfactory to the Administrative date agreed upon by Agent and its counsel▇▇▇▇▇▇▇▇, provided the conditions set forth in Section 6.2 are satisfied at such time. Notwithstanding Agent, Borrower, and the foregoing provisions new and existing Lenders shall execute and deliver such documents, amendments and agreements as Agent deems appropriate to evidence the increase in and allocations of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement Commitments and Obligors shall pay any fees and expenses incurred in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased therewith in accordance with this Section 2.15, the Administrative Agent and the Company shall determine terms hereof. On the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such an increase, the Company Revolver Usage and other exposures under the Commitments shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increasebe reallocated among Lenders, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and settled by Agent as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier datenecessary, in which case they are true and correct as accordance with Lenders’ adjusted shares of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Commitments. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. Notwithstanding anything to the contrary contained in this Agreement: (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrowers may from time to time, time request an increase in the Aggregate aggregate Revolving Commitments by an aggregate amount (not less than $10,000,000 for any such increase and not exceeding $75,000,000 for all such requests) increases; provided that any increase in the aggregate Revolving Commitments pursuant to this Section 2.21 shall not exceeding $700,000,000result in an increase in the amount of any of the subfacilities contained in this Agreement. At the time of sending such notice, the Company Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment with respect to Loans and Letters of Credit and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its such Commitment. The Administrative Agent shall notify the Company Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also Borrower may, with the prior consent of the Administrative Agent (which consent shall not be unreasonably withheld), invite additional Eligible Assignees lending institutions to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Revolving Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Financial Officer or otherwise acceptable officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V III and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default or Event of Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. (a) Provided there exists no DefaultDefault or Event of Default has occurred and is continuing, upon notice to the Administrative Agent (which who shall promptly notify the LendersLenders thereof), the Company Borrower may from on a one-time to timebasis, request an increase in the Aggregate Commitments by an additional amount not to exceed an aggregate amount (for all such requests) not exceeding additional $700,000,000200,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days or greater than forty-five Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding If the foregoing provisions Lenders notify the Administrative Agent that they are willing to increase the amount of this Section 2.15(a), during their respective Commitments by an aggregate amount that exceeds the first 90 days following requested increase in the date hereofAggregate Commitment, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with in the opportunity Aggregate Commitment shall be allocated among the Lenders willing to increase its Commitment participate therein in such amounts as provided aboveare agreed between the Borrower and the Administrative Agent. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “"Commitment Increase Effective Date”") and the final ---------------------------------- allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Commitment Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a duly executed certificate of each Loan Party a Responsible Officer dated as of the Commitment Increase Effective Date signed by a Responsible Officer of such Loan Party (in sufficient copies for each Lender) certifying (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) through a Compliance Certificate, that the Borrower is in the case of the Companypro forma compliance with Section 7.06 after giving effect to such increase, certifying that, (iii) that ------------ immediately before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the --------- Commitment Increase Effective Date and (Biv) that no Default or Event of Default exists. On the Commitment Increase Effective Date, (A) the Borrower shall deliver new or amended Committed Loan Notes reflecting the increased 22 Credit Agreement Commitment of any Lender holding or requesting a Note in exchange for such Lender's applicable existing Committed Loan Note and (B) the Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed ------------- incorporated into this Agreement), to reflect any changes therein resulting from such increase. The Company Borrower shall prepay any Committed Loans outstanding on the Commitment Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding ------------ Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.01Section 10.01 to ------------- the contrary.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, time request an increase in the Aggregate Commitments by up to an aggregate amount (for all such requests) not exceeding of $700,000,00050,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). . (b) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (bc) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. . (d) As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and and, (ii) in the case of the CompanyBorrower, including a Compliance Certificate demonstrating pro forma compliance with Section 7.12 after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.14, (1) the representation and warranty warranties contained in subsections (a), (b) and (c) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements statement furnished pursuant to Sections 6.01(aclauses (a), (b) and (bc), respectively, and (2) the reference to the date hereof in of Section 5.05(b6.01) and Section 5.08(b) no Default or Event of Default exists. Borrower shall deliver new or amended Committed Loan Notes reflecting the increased Commitment of any Lender holding or requesting a Note. Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to refer to the Increase Effective Date and reflect any changes therein resulting from such increase. (Be) no Default exists. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section; provided that in the case of any Committed Loans denominated in an Alternative Currency, no such prepayment may be made other than on the last day of the applicable Interest Period for such Committed Loans, unless Lenders consent thereto. (cf) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.01Section 10.01 to the contrary.

Increase in Commitments. (a) Provided there exists no DefaultDefault or Event of Default exists, upon written notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrowers may from time to time, request an increase in the Aggregate Facility and the aggregate Commitments hereunder by an aggregate amount (for all such requestsrequests that are satisfied) not exceeding $700,000,000100,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) Such notice shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. No Lender declining to increase its Commitment in connection with such a request shall be entitled to fees, if any, paid in connection with such Commitment increase. The Administrative Agent shall notify the Company Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory acceptable to the Administrative Agent and its counselsubject to a $5,000,000 minimum Commitment amount for each such Eligible Assignee. Notwithstanding Any increase in the foregoing provisions aggregate Commitments may require the agreement of this Section 2.15(a)the Borrowers to pay additional arrangement, during upfront and/or Agent’s fees to the first 90 days following Agent or the date hereofLenders, as applicable, and may require a proportionate increase in all Liquidity and Availability thresholds hereunder, including, without limitation, the Company may invite Eligible Assignees to become Lenders Availability threshold for the Applicable Margin and the Liquidity thresholds for reporting requirements, covenant limitations and cash dominion triggers under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided aboveBlocked Account Agreement. (b) If the Aggregate aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent a certificate of each Loan Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Credit Party (i) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties made to the Agent, the Letter of Credit Issuers or the Lenders by any Credit Party contained in Article V 6 and the other Loan Documents are true and correct on and as of the Increase Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.151.5, (1) the representation representations and warranty warranties contained in subsection (a) of Section 5.08(a) 6.6 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectivelyof Section 5.2, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default or Event of Default exists. On the Increase Effective Date, Schedule 1.1 shall be deemed to be deleted in its entirety and replaced with a new Schedule 1.1 reflecting the increased Commitments. The Company respective Lenders shall prepay fund and/or be pre-paid, as applicable, any Committed Loans outstanding on the Increase Effective Date (and the Borrowers shall pay any additional amounts required pursuant to Section 3.054.4) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable non-ratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 11.1 or 11.01Section 12.11(b) to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to timetime prior to the second anniversary of the Closing Date, request an increase in the Aggregate Commitments by an aggregate Commitments; provided that (i) the amount of any single request is $10,000,000 or a whole multiple of $1,000,000 in excess thereof and (for ii) the amount of all such requests) requests may not exceeding exceed $700,000,00035,000,000 in the aggregate. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.15, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.0110.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) provided that the cumulative increase in the Combined Aggregate Commitments since the Closing Date shall not exceeding exceed $700,000,000150,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date of each such increase (in each case, the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and and, (ii) in the case of the Company, including a Compliance Certificate demonstrating pro forma compliance with Section 7.08 after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations Date and warranties specifically refer to an earlier date, in which case they are true and correct no Default or Event of Default exists as of such earlier date, and except that, for purposes the Increase Effective Date. The Borrower shall deliver new or amended Revolving Loan Notes reflecting the increased Commitment of this Section 2.15, any Lender holding or requesting a Note. The Administrative Agent shall distribute an amended Schedule 2.01 (1) the representation and warranty contained in Section 5.08(a) which shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (bincorporated into this Agreement), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default existsreflect any changes therein resulting from such increase. The Company Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.01Section 10.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may Borrower may, from time to time, request an increase in the Aggregate Commitments by an aggregate a minimum principal amount (for all such requests) not of $10,000,000 or a whole multiple of $1,000,000 in excess thereof, but in no event exceeding $700,000,00075,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees acceptable to the Agent and the Borrower to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of ----------------------- such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan --------- Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.14, (1) the representation ------------ representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements ------------ furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date ------- 6.01, and (B) no Default exists. The Company Borrower shall prepay any Committed ---- Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep ------------ the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 ------------- or 11.01.10.01 to the contrary. -----

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders)) and consent of the Administrative Agent, the Company may Avnet may, from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000in accordance with the terms of this Section 2.14. At the time of sending such notice, the Company Avnet (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten 15 Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees in its sole discretion to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding in writing to the Administrative Agent within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Avnet and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Avnet may also invite additional Eligible Assignees satisfactory to the Administrative Agent to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Joinder Agreement in connection with a requested increase without first providing any Lender with substantially the opportunity to increase its Commitment as provided above.form set forth in Exhibit J. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Avnet shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase; provided that if such final allocation is not to be ratable among the Lenders (based on the Lenders' respective Pro Rata Shares in effect at the time of such notice), then the Increase Effective Date may not occur earlier than the last day of the latest-ending Interest Period then in effect with respect to Committed Loans. The Administrative Agent shall promptly notify the Company Avnet and the Lenders of the final allocation of such increase and the Increase Effective Date. If the final allocation of such increases is not to be ratable among the Lenders (based on the Lenders' respective Pro Rata Shares in effect at the time of such notice), then during the period between the date of such notice and the Increase Effective Date, no Eurocurrency Rate Loan shall be permitted to have an Interest Period that ends later than the Increase Effective Date (whether by means of a Committed Borrowing or a continuation of such a Loan for a new Interest Period). As a condition precedent to such increase, the Company Avnet shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for distribution to each Lender) signed by a Responsible Officer of such Loan Party Avnet (i) certifying and attaching the resolutions adopted by such Loan Party the Borrowers approving or consenting to such increase, and (ii) in the case of the CompanyAvnet, including a Compliance Certificate demonstrating pro forma compliance with Section 6.11 after giving effect to such increase, and (iii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) that no Default or Event of Default exists. The Company Borrowers shall deliver new or amended Notes reflecting the increased Commitment of any Lender holding or requesting a Note. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes therein resulting from such increase. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Total Revolving Commitments by an aggregate amount (for all such requests) not exceeding $700,000,00075,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, and (ii) the Borrower may make a maximum of three such requests. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). . (b) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. . (c) The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increaseincrease and subject to the approval of the Administrative Agent, the Company Issuing Lender and the Swingline Lender (which approvals shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (bd) If the Aggregate Total Revolving Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. . (e) As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V Section 4 and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.20, (1) the representation representations and warranty warranties contained in Section 5.08(a) 4.1 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (bSection 6.1(a), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.15) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Pro Rata Shares Percentages arising from any nonratable increase in the Commitments under this Section 2.15Section. (cf) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 2.19 or 11.0110.1 to the contrary.

Increase in Commitments. (a) Provided there exists no DefaultDefault and there has been no prior reduction of the Aggregate Commitments, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000150,000,000; provided that any such request for an increase shall be in a minimum amount of $25,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the extent the Lenders have not agreed to increase their respective Commitments in an amount sufficient to provide the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant in order to provide, together with the existing Lenders increasing their Commitments, the aggregate requested additional Commitments. In order to so become a Lender, each such additional Eligible Assignee shall execute and deliver a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.14, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.11 shall be deemed to refer to include the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.)

Increase in Commitments. The Company may, with the written consent of the Administrative Agent, L/C Issuer and Swing Line Lender (a) Provided there exists no Default, upon notice to which consent of the Administrative Agent (which shall promptly notify the Lendersnot be unreasonably withheld or delayed), increase the Company may from time to time, request an increase in aggregate amount of the Aggregate Revolving Credit Commitments by an aggregate amount delivering a Commitment Amount Increase Request at least five (for all such requests5) not exceeding $700,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from prior to the desired effective date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective DateCommitment Amount Increase”) identifying an additional Lender (or additional Revolving Credit Commitments for existing Lender(s)) and the final allocation amount of such increase. The Administrative Agent shall promptly notify the Company and the Lenders its Revolving Credit Commitment (or additional amount of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increaseits Revolving Credit Commitment(s)); provided, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party however, that (i) certifying and attaching any increase of the resolutions adopted by such Loan Party approving or consenting aggregate amount of the Revolving Credit Commitments to such increasean amount in excess of $450,000,000 will require the approval of the Required Lenders, and (ii) in the case any increase of the Companyaggregate amount of the Revolving Credit Commitments shall be in an amount not less than $10,000,000. The effective date of the Commitment Amount Increase shall be agreed upon by the Company and the Administrative Agent. Upon the effectiveness thereof, certifying thatthe new Lender(s) (or, before and if applicable, existing Lender(s)) shall advance Loans in an amount sufficient such that after giving effect to its Loans each Lender shall have outstanding its pro rata share of Loans. It shall be a condition to such increaseeffectiveness that (i) either no Eurocurrency Loans be outstanding on the date of such effectiveness or the applicable Borrower pays any applicable breakage cost under Section 1.11 hereof incurred by any Lender resulting from the repayment of its Loans, (Aii) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as Company shall not have terminated any portion of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished Revolving Credit Commitments pursuant to Sections 6.01(a) Section 1.14 hereof and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (Biii) no Default existsshall have occurred and be continuing at the time of the request or the effective date of the Commitment Amount Increase. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and agrees to pay any additional amounts required pursuant reasonable expenses of the Administrative Agent relating to Section 3.05) any Commitment Amount Increase. Notwithstanding anything herein to the extent necessary contrary, no Lender shall have any obligation to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15its Revolving Credit Commitment and no Lender’s Revolving Credit Commitment shall be increased without its consent thereto, and each Lender may at its option, unconditionally and without cause, decline to increase its Revolving Credit Commitment. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. (a) Provided there exists no Default, upon notice to The US Borrower shall have the right (in consultation with the Administrative Agent (which shall promptly notify Agent), without the consent of any of the Lenders), the Company may to cause from time to time, request time an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested adding to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether this Agreement one or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite more additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become counsel or by allowing one or more Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its their respective Commitments, provided, however, (i) no Default shall exist, (ii) no such increase shall result in the Aggregate Commitments exceeding US$2,500,000,000, (iii) no such increase shall be in an amount less than US$50,000,000, and (iv) no Lender’s Commitment as provided aboveshall be increased without such Lender’s consent. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company US Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company US Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company US Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions (or governing board minutes) adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Companyeach Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V VII and the other Loan Documents made by it are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company US Borrower shall prepay any US Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.055.05) to the extent necessary to keep the outstanding US Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the US Commitments under this Section. Each Canadian Borrower shall prepay any Canadian Committed Loans owing by it and outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 2.155.05) to the extent necessary to keep the outstanding Canadian Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Canadian Commitments under this Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 4.06 or 11.0112.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company DeVry may from time to timetime (but not more than twice), request an increase in the Aggregate DeVry Commitments by an aggregate amount (for all such requests) not exceeding $700,000,00075,000,000; provided, however, that (i) any increase shall be in an aggregate amount of $15,000,000 or any whole multiple of $1,000,000 in excess thereof, and (ii) no Default shall then exist. At the time 165 of sending such notice, the Company DeVry (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment, it being understood that no Lender shall have any obligation to increase its Commitment. The Administrative Agent shall notify the Company DeVry and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company DeVry may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate DeVry Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company DeVry shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company DeVry and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company DeVry shall deliver to the Administrative Agent a certificate of each Loan Party the following, in form and substance satisfactory to the Administrative Agent, dated as of the such Increase Effective Date signed by a Responsible Officer of such Loan Party Date, and in sufficient copies for each Lender: (i) a certificate signed by the Secretary or Assistant Secretary of DeVry certifying and attaching the resolutions adopted by such Loan Party DeVry approving or consenting to such increase, and , (ii) in the case a certificate signed by a Responsible Officer of the Company, DeVry certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Extension Effective Date, Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.14, (1) the representation representations and warranty warranties contained in Section 5.08(a5.5(a) and (b) hereof shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aSection 6.1 (a) and (b) hereof), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on , (iii) an acknowledgment signed by each other Loan Party consenting to such increase and reaffirming its obligations under the Increase Effective Date Loan Documents; and (and pay any additional amounts required pursuant to Section 3.05iv) to the extent necessary requested by the Administrative Agent, such opinions of counsel (including opinions of counsel for its Non- U.S. Subsidiaries) reaffirming the opinions furnished pursuant to keep Sections 4.1 and 6.15 as applied to the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15and confirming that the Collateral secures the Obligations as so increased. On the Increase Effective Date, the provisions of this Administrative Agent shall revise Schedule 2.1 to reflect the increase in Commitments and the allocation thereof, it being understood that (c) This Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.0111.1 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, time request an increase in the Aggregate Commitments by an aggregate amount (for Commitments, provided that after giving effect to all such requests) increases, the Aggregate Commitments shall not exceeding exceed $700,000,0001,050,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Company Borrower shall determine the effective date Closing Date (the “Increase Effective Closing Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Closing Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Closing Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the such Increase Effective Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.15, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on On the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) Closing Date, each Lender shall, to the extent necessary necessary, make a payment to keep the Administrative Agent in an amount sufficient, upon the application of such payments by all Lenders to the reduction of outstanding Committed Revolving Loans ratable with any revised held by the Lenders, to cause the principal amount of Revolving Loans outstanding made by each Lender to be in the amount of its Pro Rata Shares arising from any nonratable Rate Share (after giving effect to the increase in the Aggregate Commitments under in accordance with this Section 2.15) of all outstanding Revolving Loans. The Borrower hereby irrevocably authorizes each Lender to fund to the Administrative Agent the payment required to be made pursuant to the immediately preceding sentence for application to the reduction of the outstanding Revolving Loans held by the other Lenders. If, as a result of the repayment of Revolving Loans provided for in this Section 2.15, any payment of Eurodollar Rate Loans occurs on a day which is not the last day of the applicable Interest Period, the Borrower will pay to the Administrative Agent for the benefit of any Lender holding a Eurodollar Rate Loan any loss or cost incurred by such Lender resulting therefrom in accordance with Section 3.05 to the extent a Eurodollar Rate Loan is paid on other than the last day of an Interest Period as a result thereof. (c) In Upon the event Increase Closing Date and the making of the payments described in Section 2.15(b), each new Lender and/or increasing Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an increase undivided participation in Commitments pursuant to this all outstanding Swing Line Loans and L/C Obligations in accordance with its Pro Rata Share. (d) This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.0110.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon A. Upon written notice to the Administrative Agent (which who shall promptly notify the Lenders), the Company may from time to time, request an increase in the Aggregate Total Pro Rata Commitments by up to an aggregate amount of $350,000,000 to take effect (for all such requestsi) not exceeding $700,000,000on the Initial Interest Period Termination Date or (ii) on any Proposed Extension Effective Date (as defined in subsection 2.1E). At the time of sending Company may, after giving such notice, offer the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond increase (which may be declined by any Lender in its sole discretion) in the Total Pro Rata Commitments on either a ratable basis to Lenders or on a non PRO RATA basis to one or more Lenders and/or to other Eligible Assignees. No increase in the Total Pro Rata Commitments shall in no event be less than ten Business Days from become effective until the date of delivery of existing or new Lenders extending such notice incremental Pro Rata Commitment amount and Company shall have delivered to the Lenders). Each Lender shall notify the Administrative Agent within a document in form reasonably satisfactory to Administrative Agent pursuant to which any such time period whether or not it agrees to increase its Commitment and, if so, whether by an existing Lender states the amount equal to, greater than, or less than of its Pro Rata Share Commitment increase, any such new Lender states its Pro Rata Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and Company accepts such requested increaseincremental Pro Rata Commitments. Any Lender not responding within Lenders (new or existing) shall accept an assignment from existing Lenders, and existing Lenders shall make an assignment to new or existing Lenders accepting a new or increased Pro Rata Commitment, of an interest in each then outstanding Pro Rata Loan such time period that, after giving effect thereto, all Pro Rata Loans are held ratably by Lenders in proportion to their respective Pro Rata Commitments. Assignments pursuant to the preceding sentence shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify made in exchange for the Company principal amount assigned plus accrued and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form unpaid interest and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided abovefees. (b) B. If the Aggregate any Pro Rata Commitments are increased in accordance with this Section 2.15subsection, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) promptly confirm in writing to Lenders and new Lenders, if any, the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company each Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date applicable date (in sufficient copies for each Lender and each new Lender, if any) signed by a Responsible Officer of such Loan Party each Borrower (i) certifying and attaching the resolutions adopted by such Loan Party each Borrower approving or consenting to such increase, and (ii) in the case of the Company, including a Compliance Certificate demonstrating (a) compliance with subsections 6.1 and 6.2 prior to giving effect to such increase and (b) pro forma compliance with subsections 6.1 and 6.2 after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents Section 4 are true and correct on and as of the Increase Initial Interest Period Termination Date or such Proposed Extension Effective Date, except to as the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier datemay be, and except thatno Event of Default, for purposes Cross Default or Potential Event of this Section 2.15Default exists. Borrowers shall deliver new or amended promissory notes reflecting the increased Pro Rata Commitment of any Lender or new Lender, if any, holding or requesting a promissory note pursuant to subsection 2.5A. Administrative Agent shall distribute an amended SCHEDULE 2.1 (1) the representation and warranty contained in Section 5.08(a) which shall be deemed incorporated into this Agreement), to refer reflect any changes therein. C. This subsection shall supercede any provisions in subsection 9.6 to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15contrary. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to timetime prior to the Term Loan Conversion Date (if any), request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) provided that the cumulative increase in the Combined Aggregate Commitments since the Closing Date shall not exceeding exceed $700,000,000150,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date of each such increase (in each case, the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and and, (ii) in the case of the Company, including a Compliance Certificate demonstrating pro forma compliance with Section 7.08 after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations Date and warranties specifically refer to an earlier date, in which case they are true and correct no Default or Event of Default exists as of such earlier date, and except that, for purposes the Increase Effective Date. The Borrower shall deliver new or amended Notes reflecting the increased Commitment of this Section 2.15, any Lender holding or requesting a Note. The Administrative Agent shall distribute an amended Schedule 2.01 (1) the representation and warranty contained in Section 5.08(a) which shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (bincorporated into this Agreement), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default existsreflect any changes therein resulting from such increase. The Company Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.01Section 10.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Lenders), the Company Borrower may from on a one-time to timebasis, request an increase in the Aggregate Revolving Loan Commitments by an aggregate amount (for all such requests) not exceeding $700,000,00025,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Lenders). Each Revolving Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Loan Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Revolving Lender not responding within such time period shall be deemed to have declined to increase its Revolving Loan Commitment. The Administrative Agent shall notify the Company Borrower and each Revolving Lender of the Revolving Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Revolving Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Company Borrower shall determine the ------------ effective date (the “"Revolving Loan Commitment Increase Effective Date”") and the ------------------------------------------------- final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Revolving Lenders of the final allocation of such increase and the Revolving Loan Commitment Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Loan Commitment Increase Effective Date (in sufficient copies for each Revolving Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and --------- as of the Revolving Loan Commitment Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.15, (1) the representation representations and warranty ------------ warranties contained in subsections (a) and (b) of Section 5.08(a) 5.05 shall be deemed ------------ to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.)

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,0001,000,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (and, for the avoidance of doubt, no such Lender shall have an obligation to so agree) and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article ARTICLE V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections Section 6.01(a) and (b6.01(b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective 48 Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may up to two (2) times within three (3) years from time to timethe date of this Agreement, request an increase in the Aggregate Commitments in a minimum of $25,000,000 and in multiples of $10,000,000 for each increase and by an aggregate amount (for all such requests) not exceeding $700,000,000100,000,000 in the aggregate. At the time of sending such a notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct on and as of the Increase Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.15, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 6.5 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 7.1, and (B) no Default exists. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In Alternatively, any portion of the event of an increase described in Commitments pursuant Section 2.16(a) may be structured as a separate, pari passu term loan under terms and conditions mutually satisfactory to this Section 2.15the Company and the Administrative Agent. However, the provisions principal amount of this Section 2.15 shall govern any conflicts with provisions such term loan will not be included in Sections 2.13 or 11.01the Letter of Credit and the Swing Line Sublimits.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) provided that the cumulative increase in the Aggregate Commitments since the Closing Date shall not exceeding exceed $700,000,000100,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date of each such increase (in each case, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and and, (ii) in the case of the Company, including a Compliance Certificate demonstrating pro forma compliance with Section 7.08 after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations Date and warranties specifically refer to an earlier date, in which case they are true and correct no Default or Event of Default exists as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default existsDate. The Company Borrower shall prepay deliver new or amended Revolving Loan Notes reflecting the increased Commitment of any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 Lender holding or 11.01.requesting

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from on a one-time to timebasis, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,00075,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.14, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.04 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.)

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments by to an aggregate amount (for all such requests) not exceeding $700,000,000the Maximum Aggregate Commitments. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten 10 Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding The consent of the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity is not required to increase the amount of the Aggregate Commitments pursuant to this Section, except that each Lender shall have to right to consent to an increase in the amount of its Commitment as provided aboveset forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the Aggregate Commitments by the amount requested by the Borrower pursuant to this Section 2.14(a), the Borrower may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) the Borrower certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 2.12 or 11.019.1 to the contrary.

Increase in Commitments. (a) Provided there exists no DefaultThe US-Borrower may, upon by written notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, request Incremental Commitments from one or more Incremental Lenders (which may include any existing Lender), in an amount such that all such Incremental Commitments combined do not exceed the Dollar Amount of $15,000,000; provided that after giving effect to such increase in the Aggregate Commitments by an aggregate amount (for all such requests) Commitment shall not exceeding exceed the Dollar Amount of $700,000,000. At 55,000,000 and provided further that each Incremental Commitment and each Incremental Lender shall be subject to the time approval of sending such notice, the Company (in consultation with the Administrative Agent. Such notice shall set forth (i) shall specify the time period within which each Lender is amount of the Incremental Commitments being requested to respond (which shall be in no event an amount of at least the Dollar Amount of $1,000,000), and (ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than ten (10) Business Days from after the date of delivery of such notice to the Lendersnotice). Each Lender shall notify For the avoidance of doubt, only the approval of the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal with regard to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period and no approval from the Lenders shall be deemed required with regard to, and no Lender shall have the right to have declined to increase its Commitment. The Administrative Agent shall notify object to, any request by the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory US-Borrower to the Administrative Agent and its counsel. Notwithstanding to arrange for the foregoing provisions making of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided aboveIncremental Commitment. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, Each Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Loan Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender. Each Incremental Loan Assumption Agreement shall specify the amount of the Incremental Commitment and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increaseFacility to which it applies. The Administrative Agent shall promptly notify each Lender as to the Company and the Lenders effectiveness of each Incremental Loan Assumption Agreement. Each of the final allocation parties hereto hereby agrees that, upon the effectiveness of any Incremental Loan Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and amount of the Incremental Commitment evidenced thereby. Any such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to deemed amendment may be memorialized in writing by the Administrative Agent without the consent of any Borrower, any Lender or the Administrative Agent. Once effectively added pursuant to this Section, an Incremental Lender shall be deemed a certificate of each Loan Party dated as Lender for all purposes of the Increase Effective Date signed by a Responsible Officer of such Loan Party Agreement. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section unless (i) certifying the Administrative Agent shall have received (with sufficient copies for each of the Incremental Lenders) legal opinions, board resolutions and attaching other closing certificates and documentation consistent with those delivered on the resolutions adopted by such Loan Party approving or consenting to such increase, Closing Date under Section 4.1 and (ii) in the case of the Company, certifying that, before and there would not exist any Default or Unmatured Default after giving effect to such increase, (A) the representations and warranties contained in Article V Incremental Commitment and the other Loan Documents are true Advances to be made thereunder and correct on and as the application of the Increase Effective Date, except to the extent that proceeds therefrom as if made and applied on such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (cd) In Each of the event parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Lenders, when originally making their Incremental Commitment, are included in each outstanding Advance under its applicable Facility in accordance with its Percentage (after the requisite initial Advance by such Incremental Lender is made), and the Borrowers agree that they shall be responsible for any breakage or similar costs incurred in any conversion of an increase in Commitments pursuant Advance required by the Administrative Agent to this Section 2.15effect the foregoing. For the avoidance of doubt, the provisions parties acknowledge that any Incremental Lender shall be required, at the time of this Section 2.15 shall govern any conflicts with provisions effectiveness of its Incremental Commitment, to fund an Advance thereunder in Sections 2.13 or 11.01an amount such that, after giving effect to thereto, each Lender under the applicable Facility (including such Incremental Lender) has funded its Percentage of such Facility.

Increase in Commitments. (a) Provided there exists no Default, at any time after the Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from on a one-time to time, basis request an increase in the Aggregate Commitments Commitment by an aggregate amount (for all such requests) not exceeding $700,000,00050,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)respond. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increaseincrease and subject to the approval of the Administrative Agent, the Company L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are Commitment is increased in accordance with this Section 2.152.14, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.14, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Pro Rata Shares arising from any nonratable non-ratable increase in the Commitments under this Section 2.152.14. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.0110.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the applicable Lenders), the Company may from time to timetime request the establishment of one or more new revolving commitments (a “New Loan Commitment”) hereunder, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) New Loan Commitments not exceeding in excess of $700,000,000500,000,000; provided that any New Loan Commitment shall be in a minimum principal amount of $50,000,000 or a whole increment of $5,000,000 in excess thereof. At the time of sending such notice, the The Company (in consultation with the Administrative Agent) shall specify in such notice (i) the time period within principal amount of the requested New Loan Commitment and (ii) the date (the “Increase Effective Date”) on which each Lender is requested to respond the Company proposes that such New Loan Commitment shall be effective (which shall in no event be less than ten 15 Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within at least ten Business Days of the date of delivery of such time period notice to the Lenders whether or not it agrees to increase its provide a portion of the requested New Loan Commitment (and, if so, whether by an the principal amount equal toit proposes to provide). Notwithstanding anything herein to the contrary, greater than, or less than its Pro Rata Share no Lender shall have any obligation to provide any portion of the requested New Loan Commitment and any election to do so shall be in the sole discretion of such requested increaseLender. Any Lender not responding within by 5:00 p.m. (New York City time) on the date ten Business Days following delivery of such time period notice shall be deemed to have declined to increase its provide any portion of the requested New Loan Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunderthe requested New Loan Commitment. To achieve the full amount of a requested increaseNew Loan Commitment and subject to the consent of the Administrative Agent (and in the case of a New Loan Commitment for Committed Loans, each Issuing Lender and the Swing Line Lender) pursuant to Section 10.06, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counselLenders. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the The Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of the requested New Loan Commitment; provided that the Company shall not be required to allocate any portion of such increaseNew Loan Commitment to existing Lenders. The Administrative Agent shall promptly notify the Company and the applicable Lenders of the final allocation of such increase and the requested New Loan Commitment. (b) Each New Loan Commitment shall become effective as of the related Increase Effective Date. As a condition precedent to ; provided that: (i) no Event of Default shall exist on such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving before or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increaseNew Loan Commitment and to the making of any loans (in the case of new loans under the Facility, the “New Loans”) pursuant thereto; (Aii) the representations conditions of Section 4.02(a) shall be met as of such Increase Effective Date; (iii) the Company shall be in pro forma compliance with the financial covenants set forth in Section 7.08 on the Increase Effective Date after giving effect to all Loans to be made on the Increase Effective Date and warranties contained for the most recently ended fiscal quarter; (iv) the proceeds of all New Loans shall be used for purposes permitted under Section 6.08; (v) the maturity date of a New Loan Commitment shall not be earlier than the Extended Revolving Credit Maturity Date; (vi) such New Loan Commitment shall be effected pursuant to a Joinder Agreement substantially in Article V the form of Exhibit G hereto executed by the Company, the Administrative Agent and the lenders providing the New Loans (the “New Lenders”); (vii) the New Loans shall rank pari passu in right of payment with all other Loans and no New Loans shall be secured by or receive the benefit of any collateral, credit support or security that does not secure or support the existing Loans; (viii) each New Loan Documents Commitment shall be a Revolving Credit Commitment and part of the Facility (and not a separate facility or class hereunder), each New Lender thereunder shall be, and shall have all the rights of, a Revolving Credit Lender and the New Loans made by it shall be Committed Loans for all purposes of this Agreement and the terms and provisions of such New Loan Commitment and the related New Loans that are true Committed Loans shall be identical to those of the existing Revolving Credit Commitments and correct on existing Committed Loans; (ix) all fees and expenses then due to the Administrative Agent and the Lenders (other than any Defaulting Lender) with respect to the New Loan Commitment and the New Loans shall have been paid; (x) the Administrative Agent shall have received such opinions, resolutions, certificates and other documents and instruments related to such New Loan Commitments as it shall reasonably request; and (xi) the other terms and documentation in respect of any New Loan Commitment, to the extent not consistent with this Agreement as in effect prior to the Increase Effective Date, except shall otherwise be reasonably satisfactory to the extent that such representations and warranties specifically refer to an earlier dateAdministrative Agent. (c) On each Increase Effective Date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer subject to the most recent statements furnished pursuant to Sections 6.01(aforegoing terms and conditions, each New Lender participating in the related New Loan Commitment shall become a Lender hereunder. (d) and (b)In the case of New Loans, respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the applicable Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) and borrow Committed Loans from the New Lenders to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares Applicable Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section 2.15and if there are Swing Line Loans or Letters of Credit then outstanding, the participations of the Revolving Credit Lenders in such Swing Line Loans or Letters of Credit will be automatically adjusted to reflect the Applicable Percentages of all the Revolving Credit Lenders after giving effect to the related New Loan Commitment. (ce) In Notwithstanding anything herein to the event contrary, this Agreement and the other Loan Documents may be amended or amended and restated to effect such changes as may be necessary or appropriate, in the opinion of an increase in Commitments pursuant the Administrative Agent, to this Section 2.15, effect the provisions of this Section 2.15 2.14, which amendment (which may be incorporated in the applicable Joinder Agreement) shall govern be executed by the Company, the Administrative Agent and the New Lenders (but shall not be required to be executed by any conflicts with other Lenders and, notwithstanding anything to the contrary set forth in Section 10.01, shall not require the consent of any Lender other than Lenders providing any New Loan Commitments established thereby). Such amendment may provide for the inclusion, as appropriate, of additional Lenders in any required vote or action of the Required Lenders, as appropriate. This Section shall supersede any provisions in Sections 2.13 Section 2.12 or 11.01Section 10.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may Borrowers may, from time to time, request an increase in the Aggregate Commitments by up to an aggregate amount (for all such requests) not exceeding of $700,000,000400,000,000. At the time of sending such notice, the Company Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrowers and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrowers may also invite additional Persons who would qualify as Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrowers shall determine the effective date (the “Increase Effective Date”"INCREASE EFFECTIVE DATE") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent a certificate of each Loan Borrower Party dated as of the Increase Effective Date (with sufficient copies for each Lender) signed by a Responsible Officer of such Loan Borrower Party (i) certifying and attaching the resolutions adopted by such Loan Borrower Party approving or consenting to such increase, and and, (ii) in the case of the CompanyBorrowers, including a Compliance Certificate demonstrating pro forma compliance with Sections 7.11, 7.12 and 7.13 after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents Section 5 are true and correct on and as of the Increase Effective Date, except to Date and no Default or Event of Default exists. Borrowers shall deliver new or amended Committed Loan Notes reflecting the extent that such representations and warranties specifically refer to increased Commitment of any Lender holding or requesting a Note. Administrative Agent shall distribute an earlier date, in amended Schedule 2.1 (which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (bincorporated into this Agreement), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default existsreflect any changes therein resulting from such increase. The Company Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.6) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.01Section 10.2 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon not less than 15 Business Days prior written notice to the Administrative Agent Agent, or, solely with respect to the initial increase in Commitments requested by ▇▇▇▇▇▇▇▇▇ in accordance with this Section (which shall promptly notify the Lenders“Initial Increase”), such prior written notice as is acceptable to the Company may Administrative Agent, ▇▇▇▇▇▇▇▇▇ may, from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) in minimum increments of not exceeding less than $700,000,00010,000,000 and not in excess of $100,000,000 in the aggregate. At the time of sending such notice, the Company ▇▇▇▇▇▇▇▇▇ (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days Days, or, solely with respect to the Initial Increase, such number of days as is acceptable to the Administrative Agent, from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share pro rata share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company ▇▇▇▇▇▇▇▇▇ and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company ▇▇▇▇▇▇▇▇▇ may also invite additional Eligible Assignees, such Eligible Assignees to be acceptable to the Administrative Agent, to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company ▇▇▇▇▇▇▇▇▇ shall determine the effective date (the “Increase Effective Date”) ), and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of the Guarantor and each Loan Party Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (i) certifying and attaching the resolutions adopted by such Loan Party Person approving or consenting to such increase, and (ii) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.17, (1) the representation representations and warranty warranties contained in Section 5.08(a5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent statements furnished pursuant to Sections Section 6.01(a) and (bSection 6.01(b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares pro rata shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 Section 2.13, Section 2.14 or 11.01Section 11.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may up to three (3) times within two (2) years from time to timethe date of this Agreement, request an increase in the Aggregate Commitments in a minimum of $5,000,000 and in multiples of $5,000,000 for each increase and by an aggregate amount (for all such requests) not exceeding $700,000,000100,000,000 in the aggregate. At the time of sending such a notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct on and as of the Increase Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.15, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 6.5 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 7.1, and (B) no Default exists. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections Section 2.13 or 11.01Section 11.1 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, request an increase make one or more requests that the amount of the Term Commitments be increased in the Aggregate Commitments by an aggregate amount (for all such requestsincreases) not exceeding $700,000,000150,000,000 (with each such requested increase to be in a minimum amount of $50,000,000 and, if greater than such amount, in one or more increments of $25,000,000 above such amount). At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)) and whether the requested increase shall take the form of Term A Commitments or Term B Commitments. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Term Commitment and, if so, whether the amount by an amount equal to, greater than, or less than its Pro Rata Share of which it is willing to participate in such requested Term Commitment increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Term Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(acounsel (each such new Lender, a “New Lender”), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Term Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, (x) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding exists and (y) demonstrating pro forma compliance with the covenants set forth in Sections 8.11, 8.12 and 8.13 for the period of four consecutive fiscal quarters ending on the Increase Effective Date (and pay any additional amounts required last date of the last completed fiscal quarter immediately preceding the proposed date of incurrence of Indebtedness pursuant to Section 3.05) to this provision (on the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments assumption that such incurrence of Indebtedness under this Section 2.15provision occurred on the first day of such four fiscal quarter period and using historical results of the Company and its Subsidiaries for such period, and including any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act). (c) In On each Increase Effective Date, upon fulfillment of the conditions set forth in subsection (b) above, the Administrative Agent shall notify the Lenders and the Company, on or before 12:00 p.m. on the Business Day immediately preceding the proposed Increase Effective Date by facsimile of the occurrence of the Term Commitment increase to be effected on such Increase Effective Date and the amount and final allocation of such increase as determined above, to be reflected on a new Schedule I to the Agreement circulated at such time by facsimile by the Administrative Agent to the Company and each Lender. At such time the Administrative Agent shall also circulate an amortization schedule for such new Loan, which shall reflect (x) if such new Loan is a Term A Loan, an amortization schedule to be agreed upon at such time by the Administrative Agent and the Company but in no event with a maturity later than the date which is one year prior to the Term B Loan Maturity Date and (y) if such new Loan is a Term B Loan, amortization of 0.25% for every quarter from the date such Loan is advanced through the fiscal quarter ended January 29, 2009, and four equal quarterly installments of the remaining principal amount for the four fiscal quarters from January 29, 2009 through the Term B Loan Maturity Date. Each existing Lender increasing its Term Commitment as set forth above, and each New Lender, shall, before 2:00 p.m. on the applicable Increase Effective Date, make available to the Administrative Agent in immediately available funds (i) in the case of any New Lender, an amount equal to such New Lender’s Term Commitment and (ii) in the case of any existing Lender increasing its Term B Commitment, an amount equal to such increase. The Administrative Agent shall promptly make such funds available to the Company. (d) Each Term Loan advanced by a Lender as a result of an increase in Commitments its Term Commitment pursuant to this Section, and each Term Loan advanced by any New Lender, shall be a “Term A Loan” or a “Term B Loan”, as the case may be, and a “Loan” for all purposes hereunder. Each New Lender shall be deemed to be a “Term A Lender” or a “Dollar Term B Lender”, as the case may be, and a “Lender” for all purposes hereunder.” (q) Section 2.155.2 of the Credit Agreement is amended by inserting after the words “Issue any Letter of Credit” where they appear in the third line thereof the following: “, in each case, on the provisions Initial Distribution Date”. (r) Section 7.2 of the Credit Agreement is amended by (i) inserting the following immediately before the semi-colon at the end of clause (c) thereof: “; provided, that materials required to be delivered pursuant to this clause (c) shall be deemed delivered when the Company notifies the Administrative Agent (which shall promptly notify the Lenders) that copies of such materials have been posted on the SEC’s website, w▇▇.▇▇▇.▇▇▇/▇▇▇▇▇/▇▇▇▇▇▇▇▇/▇▇▇; provided, further, that the Company agrees to furnish upon request by the Administrative Agent a paper copy of such materials to the Administrative Agent for delivery to any Lender that requests a paper copy”; and (ii) by inserting the following immediately after the words “Subordinated Notes,” on the third line of clause (e) thereof: “or any Indebtedness permitted under Section 2.15 8.5(n),”. (s) Section 8.2 of the Credit Agreement is amended by (i) deleting the word “and” from the end of clause (j) of such Section, (ii) adding to such Section a new clause (k) to read as follows: (i) the consummation of Project FAST; provided that the Net Cash Proceeds from such disposition shall govern any conflicts be applied in accordance with provisions Section 2.7(b); and (ii) the disposition, in Sections 2.13 whole or 11.01.in part, of the F▇▇▇▇▇▇ Receivable;” and

Increase in Commitments. (a) Provided there exists no DefaultDefault applicable to a Borrower, upon notice by such Borrower to the Administrative Agent (which shall promptly notify the appropriate Lenders), the Company such Borrower may from time to time, request an increase in the Aggregate Commitments by applicable to such Borrower to an aggregate amount (for all such requests) not exceeding the lesser of (x) the Maximum Aggregate Commitments and (y) in the case of the Tranche A Commitments, $700,000,0002,800,000,000 and in the case of the Tranche B Commitments, $200,000,000. At the time of sending such notice, the Company such Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company applicable Borrower and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company applicable Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding The consent of the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity is not required to increase the amount of the Aggregate Commitments pursuant to this Section, except that each appropriate Lender shall have to right to consent to an increase in the amount of its Commitment as provided aboveset forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Commitments by the amount requested by the applicable Borrower pursuant to this Section 2.14(a), such Borrower may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered. (b) If the applicable Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company applicable Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company applicable Borrower and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company applicable Borrower shall deliver to the Administrative Agent a certificate of each Loan Party such Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Loan Party (i) Borrower certifying and attaching the resolutions adopted by such Loan Party approving or consenting that no Default applicable to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default Borrower exists. The Company applicable Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 2.12 or 11.019.1 to the contrary.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify such of the LendersRevolving Lenders as Visa Inc. may specify), the Company may Visa Inc. may, from time to time, request elect to increase the Total Commitment to an increase in the Aggregate Commitments by an aggregate amount (for after giving effect to all such requestsincreases) that does not exceeding exceed $700,000,0005,000,000,000; provided that (i) each increase shall be in a minimum amount of $25,000,000 and (ii) Visa Inc. may make a maximum of five such elections. At the time of sending such notice, the Company Visa Inc. (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the applicable Revolving Lenders). . (b) Each applicable Revolving Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an the amount equal to, greater than, or less than its Pro Rata Share of such requested increaseincrease and whether such increase is of its Dollar Revolving Commitment or Multi-Currency Revolving Commitment. Any Revolving Lender not responding within such time period shall be deemed to have declined to increase its Revolving Commitment. . (c) The Administrative Agent shall notify the Company Visa Inc. and each applicable Revolving Lender of the applicable Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increaseincrease and subject to the consent of the Administrative Agent, the Company which consent shall not be unreasonably withheld or delayed, Visa Inc. may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided aboveLenders. (bd) If the Aggregate Commitments are Total Commitment is increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Visa Inc. shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Visa Inc. and the Revolving Lenders (including any new Revolving Lenders) of the final allocation of such increase and the such Increase Effective Date. As On or before such Increase Effective Date, each Eligible Assignee that becomes a condition precedent new Revolving Lender shall execute a joinder agreement to such increase, the Company shall deliver this Agreement in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent is authorized and directed to amend and distribute to the Revolving Lenders (including any new Revolving Lenders) a certificate of revised Schedule 1 that gives effect to each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) increase in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V Total Commitment and the other Loan Documents are true and correct allocation thereof among the Revolving Lenders (including any new Revolving Lenders). 40 Five-Year Revolving Credit Agreement (e) If on and as of the Increase Effective Date, except there is an unpaid principal amount of Revolving Loans, the applicable Borrowers shall, on such date or on such date or dates thereafter as the Administrative Agent shall reasonably specify (in consultation with Visa Inc. and having regard to the extent that such representations and warranties specifically refer avoidance of amounts payable pursuant to an earlier dateSection 3.4, in which each case they are true so long as no Event of Default has occurred and correct as is continuing), borrow Revolving Loans from the Revolving Lenders and/or prepay any Revolving Loans outstanding on each Increase Effective Date for the sole purpose of such earlier dateinsuring that the Revolving Loans (including, without limitation, the Types thereof and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(aInterest Periods with respect thereto) shall be deemed held by the Revolving Lenders pro rata according to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any their revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15applicable shares. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. (a) Provided there exists no Default, upon notice At any time prior to the Administrative Agent (which Facility Termination Date, Borrower shall promptly notify have the Lenders)ability, the Company may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent and through written notice to the Agent, substantially in the form of Exhibit D (the “Increase Notice”), to request increases in the Aggregate Commitment (each, a “Requested Commitment Increase”); provided that (i) no Lender shall specify have any obligation to participate in any Requested Commitment Increase, (ii) the time period aggregate principal amount of all such increases shall not exceed $10,000,000, (iii) each such Requested Commitment Increase shall be in a minimum principal amount of $10,000,000 or, if less, the maximum remaining amount permitted pursuant to clause (ii) above, and (iv) no Default or Unmatured Default shall have occurred and be continuing or would result from the proposed Requested Commitment Increase. (b) The Agent shall promptly give notice of such Requested Commitment Increase to the Lenders. Each Lender shall notify the Agent within which each Lender is requested to respond ten (which shall in no event be less than ten 10) Business Days (or such longer period of time which may be agreed upon by the Agent and Borrower and communicated to the Lenders) from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period Lenders whether or not it agrees offers to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increasewhat amount. Any Lender not responding within such time period shall be deemed to have declined to offer to increase its Commitment. The Administrative Agent shall notify the Company and each Lender Borrower of the Lenders’ responses to each request made hereunder. To achieve Borrower shall have the full amount of right in its sole discretion to accept or reject in whole or in part any offered Commitment increase or at its own expense to solicit a requested increaseCommitment from any third party financial institution reasonably acceptable to the Agent. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement, the Company may also invite additional Eligible Assignees to become Lenders as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Borrower. (c) In Upon the event completion of an increase each Requested Commitment Increase, (i) entries in Commitments the accounts maintained pursuant to this Section 2.15, the provisions of this Section 2.15 will be revised to reflect the revised Commitments and Pro Rata Shares of each of the Lenders (including each new Lender becoming a party to this Agreement pursuant to clause (b) above) and (ii) the outstanding Revolving Loans will be reallocated on the effective date of such increase among the Lenders in accordance with their revised Pro Rata Shares and the Lenders (including each new Lender becoming a party to this Agreement pursuant to clause (b) above) agree to make all payments and adjustments necessary to effect such reallocation and Borrower shall govern pay any conflicts and all costs required in connection with provisions in Sections 2.13 or 11.01such reallocation as if such reallocation were a prepayment.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrowers may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) from time to time upon not exceeding $700,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten fifteen (15) Business Days from the date of delivery of such Days’ notice to Agent, as long as (a) the Lenders). Each Lender shall notify requested increase is in a minimum amount of $5,000,000 and is offered on the Administrative Agent within such time period whether same terms as existing Commitments, except for a closing fee specified by Borrowers, (b) total increases under this Section do not exceed $10,000,000 and no more than two (2) increases are made, (c) the requested increase does not cause the Commitments to exceed 90% of any applicable cap under the Term Loan Intercreditor Agreement or not it agrees to increase its Commitment and, if so, whether any Subordinated Debt agreement and (d) any applicable cap under the Term Loan Intercreditor Agreement or any Subordinated Debt agreement is increased by an amount equal toto the sum of the amount of the requested increase plus the existing “cushion” applicable to such cap under the Term Loan Intercreditor Agreement or any Subordinated Debt agreement. Agent shall promptly notify Lenders of the requested increase and, greater thanwithin 10 Business Days thereafter, or less than each Lender shall notify Agent if and to what extent such Lender commits to increase its Pro Rata Share of such requested increaseCommitment. Any Lender not responding within such time period shall be deemed to have declined an increase. If ▇▇▇▇▇▇▇ fail to increase its Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses commit to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to may issue additional Commitments and become Lenders pursuant to hereunder. Agent may allocate, in its discretion, the increased Commitments among committing Lenders and, if necessary, Eligible Assignees. Total Commitments shall be increased by the requested amount (or such lesser amount committed by ▇▇▇▇▇▇▇ and Eligible Assignees) on a joinder agreement in form and substance satisfactory to the Administrative date agreed upon by Agent and its counselBorrower Agent, provided the conditions set forth in Section 6.2 are satisfied at such time. Notwithstanding Agent, Borrowers, and the foregoing provisions new and existing Lenders shall execute and deliver such documents and agreements as Agent deems appropriate to evidence the increase in and allocations of this Section 2.15(a), during Commitments. On the first 90 days following the effective date hereofof an increase, the Company may invite Eligible Assignees to become Lenders Revolver Usage and other exposures under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment Commitments shall be reallocated among Lenders, and settled by Agent as provided above. (b) If the Aggregate Commitments are increased necessary, in accordance with this Section 2.15, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation Lenders’ adjusted shares of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Commitments. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from on a one-time to time, basis request an increase in the Aggregate Commitments by to an aggregate amount (for all such requests) not exceeding $700,000,0002,000,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver have provided to the Administrative Agent the following, in form and substance satisfactory to the Administrative Agent: (i) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that Borrower’s incurrence of indebtedness hereunder in the amount of the Aggregate Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date then in effect, has been duly authorized by all necessary corporate action, together with an opinion of counsel to the Borrower (which may be internal counsel) to such effect, (ii) a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, Borrower certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V (including without limitation the representation and warranties set forth in Sections 5.04(c) and 5.05) and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.15, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.04 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. , and (iii) an opinion of counsel to the Borrower (which may be internal counsel) in form and substance reasonably satisfactory to the Administrative Agent stating that all Authorizations of federal regulators and of state regulators in Pennsylvania and West Virginia (and in any other state, if any, where the Borrower or any of its Subsidiaries is subject to the PUC regulation) required in order to permit the Borrower to incur indebtedness hereunder in the amount of the Aggregate Commitments as increased pursuant to this Section 2.15 and with a maturity date of the Stated Maturity Date then in effect have been obtained and listing any such Authorizations obtained, or stating that no such Authorizations are required. (c) The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (cd) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 2.12 or 11.0110.01 to the contrary.

Increase in Commitments. (a) Provided there exists no DefaultThe Borrower may, upon by written notice to the Administrative Agent, request that the Commitments be increased by an amount not to exceed the Incremental Amount at such time. Upon the receipt of such request by the Agent, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase in the Commitments (which shall promptly notify be (i) in minimum increments of $1,000,000 and a minimum amount of $25,000,000 or (ii) equal to the Lenders), remaining Incremental Amount) and the Company may from time to time, request an date on which such increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond become effective (which shall in no event be not less than ten 10 Business Days from nor more than 90 Business Days after the date of delivery of such notice and which, in any event, must be on or prior to the LendersMaturity Date). Each , and shall offer each Lender shall notify the Administrative Agent within such time period whether or not it agrees opportunity to increase its Commitment andby its Applicable Percentage of the proposed increased amount. Each Lender shall, if soby notice to the Borrower and the Agent given not more than 10 Business Days after the date of the Agent’s notice, whether either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an amount equal to, greater than, “Increasing Lender”) or less than decline to increase its Pro Rata Share of Commitment (and any Lender that does not deliver such requested increase. Any Lender not responding a notice within such time period of 10 Business Days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). The Administrative In the event that, on the 10th Business Day after the Agent shall notify have delivered a notice pursuant to the Company second sentence of this paragraph, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that each Augmenting Lender, if not already a Lender hereunder, shall be subject to the approval of the Agent, the Swingline Lender and the Issuing Lender (which approvals shall not be unreasonably withheld) and the Borrower and each Augmenting Lender of shall execute all such documentation as the Lenders’ responses Agent shall reasonably specify to each request made evidence its Commitment and/or its status as a Lender hereunder. To achieve Any increase in the full Commitments may be made in an amount of a which is less than the increase requested increaseby the Borrower if the Borrower is unable to arrange for, the Company may also invite additional Eligible Assignees or chooses not to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a)arrange for, during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided aboveAugmenting Lenders. (b) If Each of the Aggregate parties hereto hereby agrees that the Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Commitments pursuant to this Section 2.20, the outstanding Revolving Loans (if any) are increased held by the Lenders in accordance with their new Applicable Percentages. This may be accomplished at the discretion of the Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Borrowing, (ii) by causing Non-Increasing Lenders to assign portions of their outstanding Revolving Loans to Increasing Lenders and Augmenting Lenders, or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be subject to Section 2.15, but otherwise without premium or penalty. (c) Notwithstanding the Administrative Agent and foregoing, no increase in the Company Commitments or addition of a new Lender shall determine the become effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increaseunder this Section 2.20 unless, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving no Default shall have occurred or consenting to such increase, and (ii) in the case of the Company, certifying that, before and be continuing or would exist after giving effect to such increase, (Aii) on the representations date of such increase, the conditions set forth in paragraphs (a) and warranties contained in Article V (b) of Section 4.02 shall be satisfied and the other Loan Documents are true Administrative Agent shall have received a certificate to that effect dated such date and correct on and as executed by a Financial Officer of the Increase Effective DateBorrower, except (iii) upon reasonable request by the Agent, the Agent shall have received legal opinions and board resolutions consistent with those delivered on the Closing Date under Sections 4.01(g) and 4.01(k)(i) and (iv) on a Pro Forma Basis, after giving effect to such increase in the extent Commitments and any Acquisition to be consummated simultaneously with such increase, the Borrower shall be in compliance with Section 6.01 (it being understood that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of determining compliance with this Section 2.15clause (iv), (1) the representation and warranty contained in Section 5.08(a) Commitments shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (bbe fully drawn), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (cd) In Any incremental Commitments established hereunder shall have terms identical to the event Commitments existing immediately prior to the establishment of an increase in Commitments pursuant to this Section 2.15such incremental Commitments; provided that any commitment, arrangement, upfront or similar fees may be agreed among the Borrower, the provisions of this Increasing Lenders and the Augmenting Lenders providing such incremental Commitments. (e) This Section 2.15 2.20 shall govern supersede any conflicts with provisions in Sections 2.13 Section 2.17 or 11.0110.02 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to timetime prior to April 11, 2002, upon Requisite Notice to Administrative Agent (who shall promptly notify Lenders), request an increase in the Aggregate combined Commitments by in a minimum amount of $10,000,000 up to an aggregate amount (for all such requests) not exceeding increase of $700,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)25,000,000. Each Lender shall notify the respond to Administrative Agent within such time period by Requisite Notice whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, to or less than its Pro Rata Share of such requested increase. If any Lender declines, or is deemed to have declined, to participate in any such increase to the full extent of its Pro Rata Share thereof, Company may request, through Administrative Agent, that (i) one or more other Lenders, in their sole and absolute discretion, increase their Commitment(s) by an aggregate amount equal to such shortfall and/or (ii) add a financial institution procured by Company which would qualify as an Eligible Assignee as a Lender with a Commitment equal to such shortfall (in which case the provisions of Section 10.22(b) shall apply). Each request delivered to Administrative Agent and Lenders under this Section shall specify the time period within which Lenders are to respond. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate any Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company shall determine the effective date of such increase (the “Increase "Effective Date”) and the final allocation of such increase"). The Administrative Agent and Company shall promptly notify the Company and the confirm in writing to Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Company (i) certifying and attaching the resolutions adopted by such Loan each applicable Borrower Party approving or consenting to such increase, increase and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents Section 5 are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default or Event of Default exists. The Company shall deliver new or amended Notes reflecting the increased Commitment of any Lender holding or requesting a Note. Administrative Agent shall distribute an amended Schedule 2.01 (which shall be incorporated into this Agreement), to reflect any changes therein. Company shall prepay any Committed Offshore Rate Loans outstanding on the Increase Effective Date (and pay any additional amounts required breakfunding costs in connection therewith pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any a nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 This section shall govern supercede any conflicts with provisions in Sections 2.13 or 11.01Section 10.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000200,000,000; provided that any such request for an increase shall be in a minimum amount of $25,000,000. At To achieve the time of sending such noticerequested increase, the Company Borrower may ask that one or more Lenders to increase their existing Commitments and the Borrower may invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent. In the event that the Borrower desires to ask all Lenders whether they are willing to increase their Commitments, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of respond. In such notice to the Lenders). Each case, each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, increase (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.13, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.06 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.02, and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.)

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000125,000,000; provided that each request for an increase shall be in a minimum amount of $25,000,000. At the time of sending any such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall promptly thereafter notify the Company Borrower and each Lender of the Lenders’ responses (or non-responses) to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective DateDate and provide to each Lender and the Borrower a revised Schedule 2.01 reflecting such increase. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that, that for purposes of this Section 2.15, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company shall prepay In the event that there are any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant Date, upon notice from the Administrative Agent to Section 3.05) each Lender, the amount of Loans owing to each Lender shall be appropriately adjusted to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.from

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000100,000,000 (and provided that, in any event, the Aggregate Commitments shall not exceed $450,000,000 at any time). At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding The Borrower's ability to increase the foregoing provisions of Aggregate Commitments under this Section 2.15(a)2.16 shall be subject to syndication by the Arranger. Borrower shall execute and deliver such amendments to the Loan Documents and other documents and certificates, during including, but not limited to a new Note in favor of Administrative Agent and any additional Eligible Assignee, and shall pay such additional upfront fees, arrangement fees and other fees, as may be required by the first 90 days following the date hereofAdministrative Agent, the Company may invite Lenders or such additional Eligible Assignees or by financial market conditions to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided aboveeffect such increase. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.16, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.)

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Mettler-Toledo International may from time to time, request an increase in the ▇▇▇▇▇▇▇▇ ▇▇ ▇he Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000100 million; provided that (i) any such request for an increase shall be in a minimum amount of $25 million, except in the case of the final request, which may be for the entire remaining amount, and (ii) Mettler-Toledo International may make a maximum of three such r▇▇▇▇▇▇▇. At the ▇▇ ▇▇e time of sending any such notice, the Company Mettler-Toledo International (in consultation with the Administrative AgentAdmini▇▇▇▇▇▇▇▇ ▇▇▇▇t) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Mettler-Toledo International and each Lender of the Lenders’ responses to each ' res▇▇▇▇▇▇ ▇▇ ▇▇▇▇ request made hereunder. To achieve the full amount of a requested increase, the Company Mettler-Toledo International may also invite additional Eligible Assignees Eligib▇▇ ▇▇▇▇▇▇▇▇▇ to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Company Mettler-Toledo International shall determine the effective date (the “Increase ▇▇▇ "▇▇▇▇▇▇▇e Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Mettler-Toledo International and the Lenders of the final allocation of such increase alloca▇▇▇▇ ▇▇ ▇▇▇▇ ▇ncrease and the Increase Effective Date. As a condition precedent to such increase, the Company Mettler-Toledo International shall deliver to the Administrative Agent a Administr▇▇▇▇▇ ▇▇▇▇▇ ▇ certificate of each Loan Party dated as of the Increase Effective Date (for further distribution to each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyMettler-Toledo International, certifying that, before and after giving a▇▇▇▇ ▇▇▇▇▇▇ effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.15, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company Applicable Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15; provided that in the case of any Revolving Loans denominated in an Alternative Currency, no such prepayment may be made other than on the last day of the applicable Interest Period for such Loans, unless the Lenders consent thereto. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.0110.01 to the contrary.

Increase in Commitments. (a) Provided there exists no DefaultDefault or Event of Default has occurred and is continuing and subject to Section 2.06, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments by an provided that (i) each such increase shall be in a minimum amount of $50,000,000 and (ii) the aggregate amount (for of all such requests) increases in the Aggregate Commitments since the Closing Date shall not exceeding exceed $700,000,000200,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees Assignees, each with a minimum Commitment of $5,000,000, to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date of each such increase (in each case, the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and and, (ii) in the case of the Company, including a Compliance Certificate demonstrating pro forma compliance with Section 7.08 after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations Date and warranties specifically refer to an earlier date, in which case they are true no Default or Event of Default has occurred and correct is continuing as of such earlier date, and except that, for purposes the Increase Effective Date. The Borrower shall deliver new or amended Revolving Loan Notes reflecting the increased Commitment of this Section 2.15, any Lender holding or requesting a Note. The Administrative Agent shall distribute an amended Schedule 2.01 (1) the representation and warranty contained in Section 5.08(a) which shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (bincorporated into this Agreement), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default existsreflect any changes therein resulting from such increase. The Company Borrower shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.01Section 10.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the then-existing Lenders and potential new Lenders), the Company Borrower may from time to time, time request an increase in the Aggregate Commitments by up to an aggregate principal amount (for all such requests) not exceeding of $700,000,00075,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). . (b) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an the amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company The Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (bc) If the Aggregate Commitments are increased in accordance with this Section 2.152.14, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of the Commitments of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. . (d) As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and and, (ii) in the case of the CompanyBorrower, including a Compliance Certificate demonstrating pro forma compliance with Section 7.12 after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.14, (1) the representation and warranty warranties contained in subsections (a), (b) and (c) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements statement furnished pursuant to Sections 6.01(aclauses (a), (b) and (bc), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.6.01)

Increase in Commitments. (a) Provided there exists no DefaultDefault has occurred and is continuing, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request make not more than two requests for an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,00025,000,000, which notice shall set forth the amount of such increase. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent in writing within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increaseincrease ("Increasing Lender"). Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent Any Lender which declines to increase its Commitment shall notify not be entitled to any fees attributable and payable in connection with such increase in the Company and each Lender of the Lenders’ responses to each request made hereunderAggregate Commitments. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees lenders approved by the Administrative Agent in its reasonable discretion to become Lenders pursuant to (each a joinder agreement in form "New Lender"). Borrower and substance satisfactory each New Lender shall have executed and delivered to the Administrative Agent a New Lender Agreement (the "New Lender Agreement") substantially in the form of Exhibit H and the Administrative Agent shall have accepted, and if acceptable in its counselreasonable discretion, shall have executed same. Notwithstanding In the foregoing provisions event the entire amount of this Section 2.15(a), during the first 90 days following requested increase is greater than the date hereof, new Loans the Company New Lenders and Increasing Lenders are willing to make Borrower may invite Eligible Assignees elect to accept the increase in the Aggregate Commitments in such lesser amount. In no event shall Administrative Agent have any obligation to ensure that the amount of the requested increase is provided by New Lenders or Increasing Lenders. Any New Lender which agrees to become Lenders a Lender under this Agreement for the purpose of funding a portion of the increase in connection with a requested increase without first providing any the Aggregate Commitments shall be entitled to all rights and burdened by all obligations of the then existing Lenders hereunder. The Administrative Agent shall notify the Borrower and each Lender with of the opportunity Lenders' responses to increase its Commitment as provided aboveeach request made hereunder. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify provide written notice to the Company Borrower and the Lenders of the final allocation of such increase increase, each Lender's new Pro Rata Share and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.15, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default existshas occurred and is continuing. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. Each New Lender and/or Increasing Lender shall enable Borrower to make such prepayment by making Loans to the Borrower, pursuant to the terms and conditions in Article II, in amounts sufficient upon the application of such Loans by all New Lenders and Increasing Lenders to the outstanding Loans to cause the outstanding principal balance owed to each Lender to be in compliance with its new Pro Rata Share. The Borrower hereby irrevocably authorizes each New Lender and/or each Increasing Lender to fund to the Administrative Agent the Loans required to be made pursuant to the immediately preceding sentence for application to the reduction of the outstanding Loans held by the other Lenders. Such new Loans shall be Base Rate Loans, subject to the Borrower's ability under Article II to convert such Loans to Eurodollar Rate Loans after the Increase Effective Date. (c) In Upon the event Increase Effective Date and funding of the Loans described in Section 2.15(b), each New Lender and/or Increasing Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an increase undivided participation in Commitments pursuant to this all outstanding Letters of Credit in accordance with its Pro Rata Share. (d) This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.0110.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders)) and consent of the Administrative Agent, the Company may Avnet may, from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000in accordance with the terms of this Section 2.12. At the time of sending such notice, the Company Avnet (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten 15 Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees in its sole discretion to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding in writing to the Administrative Agent within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Avnet and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Avnet may also invite additional Eligible Assignees satisfactory to the Administrative Agent to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Joinder Agreement in connection with a requested increase without first providing any Lender with substantially the opportunity to increase its Commitment as provided above.form set forth in Exhibit H. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Avnet shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase; provided that if such final allocation is not to be ratable among the Lenders (based on the Lenders' respective Pro Rata Shares in effect at the time of such notice), then the Increase Effective Date may not occur earlier than the last day of the latest-ending Interest Period then in effect with respect to Loans. The Administrative Agent shall promptly notify the Company Avnet and the Lenders of the final allocation of such increase and the Increase Effective Date. If the final allocation of such increases is not to be ratable among the Lenders (based on the Lenders' respective Pro Rata Shares in effect at the time of such notice), then during the period between the date of such notice and the Increase Effective Date, no Eurocurrency Rate Loan shall be permitted to have an Interest Period that ends later than the Increase Effective Date (whether by means of a Borrowing or a continuation of such a Loan for a new Interest Period). As a condition precedent to such increase, the Company Avnet shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for distribution to each Lender) signed by a Responsible Officer of such Loan Party Avnet (i) certifying and attaching the resolutions adopted by such Loan Party the Borrowers approving or consenting to such increase, and (ii) in the case of the CompanyAvnet, including a Compliance Certificate demonstrating pro forma compliance with Section 6.11 after giving effect to such increase, and (iii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) that no Default or Event of Default exists. The Company Borrowers shall deliver new or amended Notes reflecting the increased Commitment of any Lender holding or requesting a Note. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes therein resulting from such increase. The Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to timetime on a one- time basis, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,00050,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Company Borrower shall determine the effective date Closing Date (the “Increase Effective Closing Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Closing Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Closing Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the such Increase Effective Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.15, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on On the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) Closing Date, each Lender shall, to the extent necessary necessary, make a payment to keep the Administrative Agent in an amount sufficient, upon the application of such payments by all Lenders to the reduction of outstanding Committed Revolving Loans ratable with any revised held by the Lenders, to cause the principal amount of Revolving Loans outstanding made by each Lender to be in the amount of its Pro Rata Shares arising from any nonratable Rate Share (after giving effect to the increase in the Aggregate Commitments under in accordance with this Section 2.15) of all outstanding Revolving Loans. The Borrower hereby irrevocably authorizes each Lender to fund to the Administrative Agent the payment required to be made pursuant to the immediately preceding sentence for application to the reduction of the outstanding Revolving Loans held by the other Lenders. If, as a result of the repayment of Revolving Loans provided for in this Section 2.15, any payment of Eurodollar Rate Loans occurs on a day which is not the last day of the applicable Interest Period, the Borrower will pay to the Administrative Agent for the benefit of any Lender holding a Eurodollar Rate Loan any loss or cost incurred by such Lender resulting therefrom in accordance with Section 3.05 to the extent a Eurodollar Rate Loan is paid on other than the last day of an Interest Period as a result thereof. (c) In Upon the event Increase Closing Date and the making of the payments described in Section 2.15(b), each new Lender and/or increasing Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an increase undivided participation in Commitments pursuant to this all outstanding Swing Line Loans and L/C Obligations in accordance with its Pro Rata Share. (d) This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 2.13, or 11.0110.01 to the contrary. (k) The reference to “Existing Credit Agreement” in Section 4.01(a)(xi) of the Credit Agreement is hereby deleted and “Existing Credit Facilities” is inserted in lieu thereof. (1) The reference to “Section 7.03(g)” in Section 5.13 of the Credit Agreement is hereby deleted and “Section 7.02” is inserted in lieu thereof. (m) Article V of the Credit Agreement is hereby further amended by adding a new Section 5.21 thereto in proper numerical order to read as follows:

Increase in Commitments. (a) Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company DeVry may from time to timetime (but not more than twice), request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000100,000,000; provided, however, that (i) any increase shall be in an aggregate amount of $15,000,000 or any whole multiple of $1,000,000 in excess thereof, and (ii) no Default shall then exist. At the time of sending such notice, the Company DeVry (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment, it being understood that no Lender shall have any obligation to increase its Commitment. The Administrative Agent shall notify the Company DeVry and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company DeVry may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company DeVry shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company DeVry and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company DeVry shall deliver to the Administrative Agent a certificate of each Loan Party the following, in form and substance satisfactory to the Administrative Agent, dated as of the such Increase Effective Date signed by a Responsible Officer of such Loan Party Date, and in sufficient copies for each Lender: (i) a certificate signed by the Secretary or Assistant Secretary of DeVry certifying and attaching the resolutions adopted by such Loan Party DeVry approving or consenting to such increase, and , (ii) in the case a certificate signed by a Responsible Officer of the Company, DeVry certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Extension Effective Date, Date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.14, (1) the representation representations and warranty warranties contained in Section 5.08(a5.5(a) and (b) hereof shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aSection 6.1 (a) and (b) hereof), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists, (iii) an acknowledgment signed by each other Loan Party consenting to such increase and reaffirming its obligations under the Loan Documents; and (iv) to the extent requested by the Administrative Agent, such opinions of counsel (including opinions of counsel for its Non-U.S. Subsidiaries) reaffirming the opinions furnished pursuant to Sections 4.1 and 6.15 as applied to the increase in Commitments pursuant to this Section and confirming that the Collateral secures the Obligations as so increased. The Company On the Increase Effective Date, the Administrative Agent shall revise Schedule 2.1 to reflect the increase in Commitments and the allocation thereof, it being understood that (i) each Lender's Pro Rata Share shall be revised to reflect a fraction (expressed as a decimal, carried out to the ninth decimal place) the numerator of which is the amount of the aggregate Commitment of such Lender at such time and the denominator of which is the amount of the Aggregate Commitments of all Lenders, and (ii) the allocation of such Lender's Commitment shall be revised to reflect such Lender's Pro Rata Share of the Aggregate Commitments as so revised. DeVry shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the all outstanding Committed Revolving Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.0111.1 to the contrary.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from on a one-time basis prior to timeJune 30, 2004, request an increase in the Aggregate Commitments by up to an aggregate amount (for all such requests) not exceeding of $700,000,00040,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.152(o), the Administrative Agent and the Company Borrower shall determine the effective date of such increase (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, including a Compliance Certificate demonstrating pro forma compliance with Section 7.13 after giving effect to such increase, and (iii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default or Event of Default exists. The Company Borrower shall deliver new or amended Committed Loan Notes reflecting the increased Commitment of any Lender holding or requesting a Note. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes therein resulting from such increase. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.01Section 10.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon Upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, request an increase in the Aggregate Commitments by up to an aggregate amount (for all such requests) not exceeding of $700,000,000450,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate any Commitments are increased in accordance with this Section 2.152.14, the Administrative Agent and the Company shall determine the effective date of such increase (the “"Increase Effective Date”) and the final allocation of such increase"). The Administrative Agent and the Company shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party the Company dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Company (i) certifying and attaching the resolutions adopted by such Loan Party the Company approving or consenting to such increase, and and, (ii) in the case of the Company, including a Compliance Certificate demonstrating pro forma compliance with the covenants of this Agreement after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Unmatured Event of Default or Event of Default exists. The Company shall deliver new or amended Revolving Loan Notes reflecting the increased Commitment of any Lender holding or requesting a Note. The Administrative Agent shall distribute an amended Schedule 2.1 (which shall be deemed incorporated into this Agreement), to reflect any changes therein resulting from such increase. The Company shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.4) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Pro Rata Shares arising from any nonratable non-ratable increase in the Commitments under this Section 2.152.14. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 2.14 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.01Section 10.1 to the contrary.

Increase in Commitments. (ai) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrowers may from time to time, request an increase in the Aggregate aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,00010,000,000 (less any permanent reductions previously effected to the Commitments); provided that (i) any such request for an increase shall be in a minimum amount of $5,000,000 and (ii) any such request will be in accordance with each Lender's Applicable Percentage. At the time of sending such notice, the Company Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten 10 Business Days from the date of delivery of such notice to the LendersAdministrative Agent). . (ii) Each Lender shall notify the Administrative Agent within such time period whether or not it agrees agrees, in its sole discretion, to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. . (iii) The Administrative Agent shall notify the Company and each Lender Borrowers of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increaseincrease and subject to the approval of the Administrative Agent, the Company Borrower may also invite additional Eligible Assignees financial institutions to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided aboveAgent. (biv) If the Aggregate aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrowers shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date. . (v) As a condition precedent to such increase, (A) the Company Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party the Borrowers dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Financial Officer of such Loan Party each Borrower or a Financial Officer of the Parent (i1) certifying and attaching the resolutions adopted by such Loan Party each Borrower approving or consenting to such increase, and (ii2) in the case of the Company, certifying that, before and after giving effect to such increase, (Ax) the representations and warranties contained in Article V IV and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are were true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.01(b), (1) the representation representations and warranty warranties contained in Section 5.08(a) 4.04 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(aclauses (a) and (b), respectively, of Section 5.01 and (2y) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date no Default exists, and (B) no Default existsthe Subsidiary Guarantors shall deliver to the Administrative Agent a reaffirmation of the Subsidiary Guaranty in form and substance reasonably satisfactory to the Administrative Agent. The Company Borrowers shall prepay any Committed Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.052.14) to the extent necessary to keep the outstanding Committed Revolving Loans ratable with any revised Pro Rata Shares Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.15Section. (cvi) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 2.17 or 11.019.02 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, request an increase in the Aggregate Commitments (as such term is defined in this Agreement) and the Aggregate Commitments (as such term is defined in the Three-Year Credit Facility) collectively by an aggregate amount (for all such requests) not exceeding $700,000,000400,000,000; provided, however, that any such increase in the Commitments shall (i) prior to the Revolving Loan Maturity Date, be allocated between the Commitments (as such term is defined in the Three-Year Credit Facility) and the Commitments (as such term is defined in this Agreement) on a pro rata basis such that the proportions of each such type of Commitment as a portion of the total Commitments are equal; and (ii) on or after the Revolving Loan Maturity Date, be allocated entirely to the Commitments (as such term is defined in the Three-Year Credit Facility). At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a2.12(a), during the first 90 days following the date hereofClosing Date, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.152.12, the Administrative Agent and the Company shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party the Company dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party the Company (i) certifying and attaching the resolutions adopted by such Loan Party the Company approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.152.12, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof Closing Date in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.152.12. (c) In the event of an increase in Commitments pursuant to this Section 2.152.12, the provisions of this Section 2.15 2.12 shall govern any conflicts with provisions in Sections 2.13 2.11 or 11.0110.01.

Increase in Commitments. (a) Provided there exists no Unmatured Event of Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, time request an increase in the Aggregate Euro Term Loan C Commitments or the U.S. Term Loan C Commitments, or both, by an aggregate amount (for all such requestsrequests in the aggregate) not exceeding $700,000,000150,000,000 (or the Dollar Equivalent thereof); provided that (i) any such request for an increase shall be in a minimum amount of EURO 5,000,000 in the case of a Euro Term Loan C Commitment increase and $5,000,000 in the case of a U.S. Term Loan C Commitment increase, and (ii) the Company may make a maximum of three such requests. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Euro Term Loan C Commitment or U.S. Term Loan C Commitment, as the case may be, and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Term Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”"INCREASE EFFECTIVE DATE") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.The

Increase in Commitments. (a) Provided there exists no DefaultDefault or Event of Default exists, upon written notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrowers may from time to time, request an increase in the Aggregate Total Facility Amount and the aggregate Commitments hereunder by an aggregate amount (for all such requestsrequests that are satisfied) not exceeding $700,000,00075,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) Such notice shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. No Lender declining to increase its Commitment in connection with such a request shall be entitled to fees, if any, paid in connection with such Commitment increase. The Administrative Agent shall notify the Company Borrowers and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory acceptable to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite subject to a $5,000,000 minimum Commitment amount for each such Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided aboveAssignee. (b) If the Aggregate aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrowers shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent a certificate of each Loan Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Credit Party (i) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V 6 and the other Loan Documents are true and correct on and as of the Increase Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.151.6, (1) the representation representations and warranty warranties contained in subsection (a) of Section 5.08(a) 6.6 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectivelyof Section 5.2, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default or Event of Default exists. On the Increase Effective Date, Schedule 1.1 shall be deemed to be deleted in its entirety and replaced with a new Schedule 1.1 reflecting the increased Commitments. The Company respective Lenders shall prepay fund and/or be pre-paid, as applicable, any Committed Loans outstanding on the Increase Effective Date (and the Borrowers shall pay any additional amounts required pursuant to Section 3.054.4) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable non-ratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.0111.1 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments; provided that such increase(s) in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding hereunder, total no more than $700,000,000250,000,000 in the aggregate. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten five Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement substantially in the form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(aExhibit G (a "Joinder"), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine within a reasonable period of time the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (for further distribution to each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that, that for purposes of this Section 2.152.14, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.)

Increase in Commitments. (a) Provided there exists no DefaultDefault and on or prior to the fourth anniversary of the Closing Date, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000250,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $50,000,000, and (ii) the Borrower may make a maximum of two such requests. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.14, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section. This Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.01.10.01 to the contrary. TAXES, YIELD PROTECTION AND ILLEGALITY

Increase in Commitments. (a) Provided there exists no DefaultDefault or Event of Default exists, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to timetime prior to the third anniversary of the Closing Date, request an increase in the Aggregate Total Facility Amount and the aggregate Commitments hereunder by an aggregate amount (for all such requests) not exceeding $700,000,00050,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Credit Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Credit Party (i) certifying and attaching the resolutions adopted by such Loan Credit Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V 6 and the other Loan Documents are true and correct on and as of the Increase Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.151.6, (1) the representation representations and warranty warranties contained in subsections (a) of Section 5.08(a) 6.6 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectivelyof Section 5.2, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default or Event of Default exists. On the Increase Effective Date, Schedule 1.1 shall be deemed to be deleted in its entirety and replaced with a new Schedule 1.1 reflecting the increased Commitments. The Company respective Lenders shall prepay fund and/or be pre-paid, as applicable, any Committed Loans outstanding on the Increase Effective Date (and the Borrower shall pay any additional amounts required pursuant to Section 3.054.4) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable non-ratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 11.1 or 11.0112.12 to the contrary.

Increase in Commitments. (a) Provided there exists no DefaultDefault and there has been no prior reduction of the Aggregate Commitments, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, time request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000150,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, and (ii) the Borrower may make a maximum of three such requests. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the extent the Lenders have not agreed to increase their respective Commitments in an amount sufficient to provide the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant in order to provide, together with the existing Lenders increasing their Commitments, the aggregate requested additional Commitments. In order to so become a Lender, each such additional Eligible Assignee shall execute and deliver a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.14, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.07 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.)

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may Borrower may, from time to time, request an increase in the Aggregate Commitments by an aggregate a minimum principal amount (for all such requests) not of $10,000,000 or a whole multiple of $1,000,000 in excess thereof, but in no event exceeding $700,000,000100,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees acceptable to the Administrative Agent and the Borrower to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of ----------------------- such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan --------- Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.14, (1) the representation ------------ representations and warranty warranties contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.--------------- ---

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time to time, on one occasion request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000250,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment (and, for the avoidance of doubt, no such Lender shall have an obligation to so agree) and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses to each any request made hereunder. To achieve the full amount of a the requested increase, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party the Company (i) certifying and attaching the resolutions adopted by such Loan Party the Company approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article ARTICLE V and the other Loan Documents are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections Section 6.01(a) and (b6.01(b), respectively, and (2) the reference to “the date hereof hereof” in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01. (d) The Borrower shall have until the date that is 90 days following the Increase Effective Date to borrow loans in respect of an increase in Commitments made pursuant to this Section 2.15.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from on a one-time to timebasis, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000100,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Extension Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.14, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.04 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.)

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify such of the LendersRevolving Lenders as the Borrowers may specify), the Company may Borrowers may, from time to time, request elect to increase the Total Commitment to an increase in the Aggregate Commitments by an aggregate amount (for after giving effect to all such requestsincreases) that does not exceeding $700,000,000exceed U.S.$5,000,000,000; provided that (i) each increase shall be in a minimum amount of U.S.$25,000,000 and (ii) the Borrowers may make a maximum of five such elections. At the time of sending such notice, the Company Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each applicable Revolving Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the applicable Revolving Lenders). . (b) Each applicable Revolving Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an the amount equal to, greater than, or less than its Pro Rata Share of such requested increaseincrease and whether such increase is of its Dollar Revolving Commitment or Multi-Currency Revolving Commitment. Any Revolving Lender not responding within such time period shall be deemed to have declined to increase its Revolving Commitment. . (c) The Administrative Agent shall notify the Company Borrowers and each applicable Revolving Lender of the applicable Revolving Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increaseincrease and subject to the consent of the Administrative Agent, which consent shall not be unreasonably withheld or delayed, the Company Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided aboveLenders. (bd) If the Aggregate Commitments are Total Commitment is increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrowers and the Revolving Lenders (including any new Revolving Lenders) of the final allocation of such increase and the such Increase Effective Date. As On or before such Increase Effective Date, each Eligible Assignee that becomes a condition precedent new Revolving Lender shall execute a joinder agreement to such increase, the Company shall deliver this Agreement in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent is authorized and directed to amend and distribute to the Revolving Lenders (including any new Revolving Lenders) a certificate of revised Schedule 1 that gives effect to each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) increase in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V Total Commitment and the other Loan Documents are true and correct allocation thereof among the Revolving Lenders (including any new Revolving Lenders). (e) If on and as of the Increase Effective Date, except there is an unpaid principal amount of Revolving Loans, the applicable Borrowers shall, on such date or on such date or dates thereafter as the Administrative Agent shall reasonably specify (in consultation with Visa Inc. and having regard to the extent that such representations and warranties specifically refer avoidance of amounts payable pursuant to an earlier dateSection 3.5, in which each case they are true so long as no Event of Default has occurred and correct as is continuing), borrow Revolving Loans from the Revolving Lenders and/or prepay any Revolving Loans outstanding on each Increase Effective Date for the sole purpose of such earlier dateinsuring that the Revolving Loans (including, without limitation, the Types thereof and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(aInterest Periods with respect thereto) shall be deemed held by the Revolving Lenders pro rata according to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any their revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15applicable shares. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments; provided that such increase(s) in the Aggregate Commitments hereunder, when combined with any increase(s) in the Aggregate Commitments (as such term is defined in the Three-Year Facility) requested by an aggregate amount (for all such requests) not exceeding the Borrower pursuant to Section 2.14 of the Three-Year Facility, total no more than $700,000,000100,000,000 in the aggregate. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten five Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement substantially in the form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(aExhibit F (a "Joinder"), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine within a reasonable period of time the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (for further distribution to each Lender) signed by a Responsible Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that, that for purposes of this Section 2.152.14, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.)

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, time after the Closing Date request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $700,000,000200,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000, and (ii) the Borrower may make a maximum amount of five (5) such requests. The increase in the Aggregate Commitments under this Section shall not exceed $200,000,000. At the time of sending such notice, the Company Borrower (in consultation mutual agreement with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders)respond. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.12, (1) the representation representations and warranty warranties contained in Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b)Section 6.01, respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In Upon the event effectiveness of an any increase in Commitments pursuant to this Section 2.152.12 of the Aggregate Commitments and any resulting adjustment in a Pro Rata Share, the provisions Lenders will purchase from each other and sell to each other outstanding Loans sufficient to cause the outstanding Loans of this each Lender to equal its Pro Rata Share (as so adjusted) of the aggregate outstanding Loans. If any Lender shall suffer a loss or incur an expense as a result of the effectiveness of such purchase or sale being during an Interest Period, the Borrower shall reimburse such Lender for the amount of such loss or expense. Each such Lender shall furnish the Borrower with a certificate setting forth the basis for determining the amount to be paid to it hereunder. (d) This Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 2.11 or 11.019.01 to the contrary.

Increase in Commitments. 2.4.1 The Company may, at its option at any time and from time to time on or after the Closing Date and before the Termination Date, on no more than two occasions at anytime on or before the Termination Date, seek to increase the Revolving Commitment by up to an aggregate amount not exceeding Twenty Million Dollars (a$20,000,000.00) Provided there exists no Default, upon written notice to the Administrative Agent Agent, which notice shall specify the amount of any such incremental increase (which shall promptly notify not be less than Ten Million Dollars ($10,000,000.00)) and shall be delivered at a time when no Unmatured Event of Default or Event of Default has occurred and is continuing. 2.4.2 The Administrative Agent and the Lenders)Book Manager, subject to the consent of the Company, which shall not be unreasonably withheld, may allocate the incremental increase (which may be declined by any Lender in its sole discretion) in the Revolving Commitment on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other banks or entities reasonably acceptable to the Administrative Agent and the Company may from time which have expressed a desire to time, request an accept the increase in Revolving Commitment. The Administrative Agent will then notify each existing and potentially new Lender of such revised allocations of the Revolving Commitment including the desired increase together with information supplied by the Company regarding the need for such proposed increase and the fees and interest rates associated therewith. 2.4.3 No increase in the Aggregate Commitments by an aggregate amount (for all Revolving Commitment shall become effective until each of the existing or each of the new Lenders extending such requests) not exceeding $700,000,000. At the time of sending such notice, incremental Revolving Commitment increase and the Company (in consultation with shall have delivered to the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall Agent a document in no event be less than ten Business Days from the date of delivery of such notice form reasonably satisfactory to the Lenders)Administrative Agent pursuant to which any such existing Lender states the amount of its Revolving Commitment increase and any such new Lender states the amount of its Revolving Commitment and in each case agrees to assume and accept the obligations and rights of a Lender hereunder, and the Company accepts such new or increased commitments, as the case may be. Each existing Lender and each new Lender shall notify the Administrative Agent within 15 days of its proposed allocation if it accepts such time period whether or allocation; if it does not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding notify the Administrative Agent within such time period 15 day period, such existing Lender or new Lender shall be deemed to have declined rejected such proposed allocation. After giving effect to such increase its in the Revolving Commitment, all Loans and all such other credit exposure shall be held by the Lenders in proportion to their respective Revolving Commitment, as revised to accommodate the increase in the Revolving Commitment. The Administrative Agent shall notify the Company and each Lender of the Lenders’ responses Upon any increase in Revolving Commitment pursuant to each request made hereunder. To achieve the full amount of a requested increasethis Section, the Company may also invite additional Eligible Assignees shall pay Administrative Agent for the ratable benefit of only the Lenders (including any new Lender) whose Revolving Commitment is increased an upfront fee equal in an amount equal to become Lenders pursuant what is mutually agreed to a joinder agreement in form and substance satisfactory to among the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereofAgent, the Company may invite Eligible Assignees to become Book Manager, the Company, and the Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate whose Revolving Commitments are increased notwithstanding anything contained in accordance with this Section 2.15Agreement to the contrary. Notwithstanding anything contained in this Agreement to the contrary, only the consent of the Company, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation of Lenders participating in such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of increase are required to consent to such increase and the Increase Effective Date. As a condition precedent execute any amendments to this Agreement or any other Loan Document necessary to effectuate any such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as . 2.4.4 Upon completion of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting transactions described in this Section, Annex A to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) Agreement shall be deemed to refer be revised to reflect such transactions, and the Administrative Agent shall distribute a revised Annex A to the most recent statements furnished pursuant to Sections 6.01(a) Issuing Lender, each Lender and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Company. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, time until sixty (60) days after the Closing Date request an increase in the Aggregate Combined Commitments by up to an aggregate amount of $300,000,000 upon Requisite Notice to Administrative Agent (for all such requestswho shall promptly notify Lenders). Such request shall include a certificate signed by a Responsible Officer stating that (i) not exceeding $700,000,000. At the time representations and warranties contained in Section 5 are true and correct on and as of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery such certificate, and (ii) no Default or Event of such notice to the Lenders)Default exists. Each Lender shall notify the Administrative Agent within such time period by Requisite Notice whether or not (x) it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, to or less than its Pro Rata Share of such requested increase, or (y) it does not agree to any increase in its Commitment. Any Lender not responding within such the above time period shall be deemed to have declined elected not to increase its Commitment. The Administrative Agent shall shall, after receiving notification from all Lenders or the expiration of such period, whichever is earlier, notify the Company Borrower and each Lender Lenders of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided aboveresults thereof. (b) If any Lender declines, or is deemed to have declined, to participate in any such increase to the Aggregate full extent of its Pro Rata Share thereof (a "Declining Lender"), Borrower may request, through Administrative Agent, that one or more other Lenders or Eligible Assignees, in their sole discretion, provide Commitment(s) equal to such shortfall pursuant to Section 10.04. (c) If any Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date of such increase (the “"Increase Effective Date”) "), and the final allocation of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and thereof. On or prior to the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate Agent, in form and substance satisfactory to Administrative Agent: (i) corporate resolutions and incumbency certificates of each Loan Party Borrower and any Guarantor dated as of the Increase Effective Date signed by a Responsible Officer of approving such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increaseincrease in sufficient copies for each Lender, and (ii) new or amended Notes, if requested by any new or affected Lender, evidencing such new or revised Commitments. Administrative Agent shall distribute an amended Schedule 2.01 (which shall thereafter be incorporated into this Agreement), to reflect any changes in Lenders, the Commitments and each Lender's Pro Rata Share thereof. (d) On the Increase Effective Date of any increase in the case of the CompanyCommitments pursuant to this Section 2.14, certifying Borrower (a) shall borrow Committed Loans from each new or affected Lender that has increased its Commitment and (ii) simultaneously therewith, repay Committed Loans owed to each Lender in amounts such that, before and after giving effect to such increaseborrowings and repayments, (A) the representations and warranties Committed Loans of each Lender shall be in an amount directly proportional to such Lender's Pro Rata Share of all Committed Loans outstanding after giving effect to such repayment. Each such repayment shall be made together with all interest accrued on such Committed Loans to the date of repayment. To the extent that any such repayment results in loss or expenses to any Lender as a result of the prepayment of any Offshore Loan on a date other than the last day of the applicable Interest Period, Borrower shall be responsible for such loss or expense pursuant to Section 3.05. Anything contained herein or in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent contrary notwithstanding, the parties hereto agree that such representations the borrowings and warranties specifically refer to an earlier date, in which case they are true and correct as repayments of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments made pursuant to this Section 2.15, 2.14(d) shall not be made in proportion to each Lender's Pro Rata Share (as would otherwise be required pursuant to Sections 2.01 and 2.02) but instead shall be made in accordance with the provisions terms of this Section 2.15 2.14(d) such that, after giving effect thereto, the Committed Loans of each Lender shall govern be in an amount directly proportional to such Lender's Pro Rata Share of all Committed Loans then outstanding. (e) This section shall supercede any conflicts with provisions in Sections 2.13 or 11.01Section 10.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, The Administrative Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time a “Commitment Increase Notice”) to time, request an increase in the Aggregate Commitments by aggregate Commitment (the amount of increase requested on any occasion being referred to herein as the “Increase Amount”), in an aggregate amount (of up to US$150,000,000 for all such requests) not exceeding $700,000,000. At increases, to a maximum aggregate Commitment of US$600,000,000 (less the aggregate amount of any Commitment reductions pursuant to Section 2.8); provided that at the time of sending the Commitment Increase Notice and at the time such noticerequest would become effective (i) no Default has occurred and is continuing or would exist after giving effect to such increase in the Commitment, and (ii) the Company (Administrative Borrower will be in consultation pro forma compliance with the covenant in Section 6.7 after giving effect to any funding in connection with such increase in the Commitment. The Commitment Increase Notice shall be delivered by the Administrative Agent) Agent to the Lenders and shall specify the a time period selected by the Administrative Borrower within which each Lender is requested to respond to such Commitment Increase Notice (which shall in no event be less than ten Business Days from the date of delivery of such notice Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an the amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any such Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Administrative Borrower and each Lender of the Lenders’ such other Lender’s responses to each request made hereunder. To After the expiration of the time period set forth in the Commitment Increase Notice or receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Commitments, invite one or more other Persons (other than individuals) (an “Additional Lender”) that have agreed to provide all or any portion of the Increase Amount and that are acceptable to each of the Administrative Agent, Swingline Lender and Issuing Bank (such consent not to be unreasonably withheld or delayed) (it being agreed that any Lender as of the date of the Commitment Increase Notice would be acceptable) and such Persons may be admitted as a requested increaseLender party to this Agreement in accordance with the provisions of Section 10.4(e). None of the Administrative Agent, Lead Arranger or any other Lender shall have any obligation or other commitment to provide all or any portion of the Increase Amount. No consent of any Lender (other than any Lender providing a portion of the Increase Amount) shall be required to give effect to the Increase Amount. Any such increase in the Commitment shall become effective upon written notice by the Administrative Agent (which shall be promptly delivered by the Administrative Agent) to the Administrative Borrower and the Lenders specifying the effective date of such increase in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Company may also invite additional Eligible Assignees to become Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders pursuant to a joinder agreement in form and substance satisfactory the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Applicable Percentage of the aggregate principal amount of all Revolving Loans outstanding as of such date. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and that such Additional Lender may exercise all of its counselright of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. Notwithstanding If any such adjustment payments pursuant to the foregoing provisions preceding sentences of this Section 2.15(a), during 2.22 are made by an Additional Lender to other Lenders at a time other than the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation end of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) an Interest Period in the case of all or any portion of Revolving Loans constituting Eurocurrency Loans, CDOR Rate Loans or EURIBOR Loans, the Company, certifying that, before and after giving effect Administrative Borrower shall pay to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as each of the Increase Effective DateLenders receiving any such payment, except to at the extent time that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments payment is made pursuant to this Section 2.152.22, the provisions of this amount that would be required to be paid by the Administrative Borrower pursuant to Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01had such payments been made directly by the Administrative Borrower.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from on a one-time to timebasis within two and one-half years of the Closing Date, request an increase in the Aggregate Commitments by up to an aggregate amount (for all such requests) not exceeding of $700,000,000200,000,000. At the time of sending such notice, the Company (in Following consultation with the Administrative Agent) , the Borrower shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and and, (ii) in the case of the CompanyBorrower, including a Compliance Certificate demonstrating pro forma compliance with this Agreement after giving effect to such increase and (iii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company Borrower shall deliver new or amended Committed Loan Notes reflecting the increased Commitment of any Lender holding or requesting a Note. The Administrative Agent shall distribute an amended Schedule 2.01 (which shall be deemed incorporated into this Agreement), to reflect any changes therein resulting from such increase. The Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.01Section 10.01 to the contrary. ARTICLE III.

Increase in Commitments. (a) Provided there exists no Default or Event of Default, upon notice to the Administrative Agent (which shall promptly notify such of the LendersLenders as Visa Inc. may specify), the Company may Visa Inc. may, from time to time, request elect to increase the Total Commitment to an increase in the Aggregate Commitments by an aggregate amount (for after giving effect to all such requestsincreases) that does not exceeding $700,000,000exceed U.S.$10,000,000,000; provided that (i) each increase shall be in a minimum amount of U.S.$25,000,000 and (ii) Visa Inc. may make a maximum of five such elections. At the time of sending such notice, the Company Visa Inc. (in consultation with the Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the applicable Lenders). . (b) Each applicable Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an the amount equal to, greater than, or less than its Pro Rata Share of such requested increaseincrease and whether such increase is of its Tranche A Commitment or Tranche B Commitment. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. . (c) The Administrative Agent shall notify the Company Visa Inc. and each applicable Lender of the applicable Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increaseincrease and subject to the consent of the Administrative Agent, the Company which consent shall not be unreasonably withheld or delayed, Visa Inc. may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided aboveLenders. (bd) If the Aggregate Commitments are Total Commitment is increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Visa Inc. shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Visa Inc. and the Lenders (including any new Lenders) of the final allocation of such increase and the such Increase Effective Date. As On or before such Increase Effective Date, each Eligible Assignee that becomes a condition precedent new Lender shall execute a joinder agreement to such increase, the Company shall deliver this Agreement in form and substance reasonably satisfactory to the Administrative Agent. The Administrative Agent is authorized and directed to amend and distribute to the Lenders (including any new Lenders) a certificate of revised Schedule 1 that gives effect to each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) increase in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V Total Commitment and the other Loan Documents are true and correct allocation thereof among the Lenders (including any new Lenders). (e) If on and as of the Increase Effective Date, except there is an unpaid principal amount of Loans, the applicable Borrowers shall, on such date or on such date or dates thereafter as the Administrative Agent shall reasonably specify (in consultation with Visa Inc. and having regard to the extent that such representations and warranties specifically refer avoidance of amounts payable pursuant to an earlier dateSection 3.5, in which each case they are true so long as no Event of Default has occurred and correct as is continuing), borrow Loans from the Lenders and/or prepay any Loans outstanding on each Increase Effective Date for the sole purpose of such earlier dateinsuring that the Loans (including, without limitation, the Types thereof and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(aInterest Periods with respect thereto) shall be deemed held by the Lenders pro rata according to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any their revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15applicable shares. (c) In the event of an increase in Commitments pursuant to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01.

Increase in Commitments. (a) Provided there exists no Default, The Administrative Borrower shall have the right upon one or more occasions by written notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from time a “Commitment Increase Notice”) to time, request an increase in the Aggregate Commitments by an aggregate Commitment (the amount (for all such requests) not exceeding $700,000,000. At of increase requested on any occasion being referred to herein as the “Increase Amount”), to a maximum aggregate Commitment of US$150,000,000; provided that at the time of sending the Commitment Increase Notice and at the time such noticerequest would become effective (i) no Default has occurred and is continuing or would exist after giving effect to such increase in the Commitment, the Company and (in consultation with ii) the Administrative Agent) Borrower will be in pro forma compliance with all of the covenants of Section 6.9 after giving effect to such increase in the Commitment. The Commitment Increase Notice shall be delivered by the Administrative Agent to the Lenders and shall specify the a time period selected by the Administrative Borrower within which each Lender is requested to respond to such Commitment Increase Notice (which shall in no event be less than ten Business Days from the date of delivery of such notice Commitment Increase Notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share Applicable Percentage of such requested increase. Any such Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Administrative Borrower and each Lender of the Lenders’ such other Lender’s responses to each request made hereunder. To After the expiration of the time period set forth in the Commitment Increase Notice or receipt by the Administrative Agent of responses to the Commitment Increase Notice from each of the Lenders, then the Administrative Borrower may, to achieve the full amount of the requested increase in the Commitments, invite one or more other Persons (other than individuals) (an “Additional Lender”) that have agreed to provide the Increase Amount and that are acceptable to each of the Administrative Agent, Swingline Lender and Issuing Bank (such consent not to be unreasonably withheld) (it being agreed that any Lender as of the date of the Commitment Increase Notice would be acceptable) may be admitted as a requested increaseLender party to this Agreement in accordance with the provisions of Section 10.4(e). None of the Administrative Agent, Lead Arranger or any other Lender shall have any obligation or other commitment to provide all or any portion of the Increase Amount. Any such increase in the Commitment shall become effective upon written notice by the Administrative Agent (which shall be promptly delivered by the Administrative Agent) to the Administrative Borrower and the Lenders specifying the effective date of such increase in Commitment, together with a revised Schedule 2.1 stating the new Commitment, and, in respect thereof, the Company may also invite additional Eligible Assignees to become Commitment of each Additional Lender, the respective continuing Commitment of the other Lenders pursuant to a joinder agreement in form and substance satisfactory the new Revolving Credit Exposure of the Lenders. Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the Administrative Agent for distribution to the other Lenders as may be necessary to result in the respective Revolving Loans held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Revolving Credit Exposure (as set forth in the revised Schedule 2.1) of the aggregate principal amount of all Revolving Loans outstanding as of such date. The Administrative Borrower hereby agrees that any Additional Lender so paying any such amount to the other Lenders pursuant to the preceding sentence shall be entitled to all the rights of a Lender having Commitments hereunder in respect of such amounts, that such payments to such other Lenders shall thereafter constitute Revolving Loans made by such Additional Lender hereunder and that such Additional Lender may exercise all of its counselright of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Administrative Borrower directly the amount of such payments. Notwithstanding If any such adjustment payments pursuant to the foregoing provisions preceding sentences of this Section 2.15(a), during 2.22 are made by an Additional Lender to other Lenders at a time other than the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15, the Administrative Agent and the Company shall determine the effective date (the “Increase Effective Date”) and the final allocation end of such increase. The Administrative Agent shall promptly notify the Company and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) an Interest Period in the case of all or any portion of Revolving Loans constituting Eurocurrency Loans or EURIBOR Loans, the Company, certifying that, before and after giving effect Administrative Borrower shall pay to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as each of the Increase Effective DateLenders receiving any such payment, except to at the extent time that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In the event of an increase in Commitments payment is made pursuant to this Section 2.152.22, the provisions of this amount that would be required to be paid by the Administrative Borrower pursuant to Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.01had such payments been made directly by the Administrative Borrower.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from on a one time to timebasis, request an increase in the Aggregate Commitments by an amount not to exceed in the aggregate $50,000,000,as an increase to the Revolving Commitment and/or the Term Loan Commitments then outstanding and/or a separate term loan B commitment, provided that any term loan B shall not, at any time or in any respect amortize in time or percentage of outstanding principal amount (for all such requests) not exceeding $700,000,000greater than the amortization of the existing Term Loan. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, to the Company extent the Lenders do not agree to such requested increase, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.15, (1) the representation representations and warranty warranties contained in Section 5.08(a) 5.05 shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.01, and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15. (c) In connection with the event increase of an increase in the Term Loan Commitments pursuant to this Section 2.152.14, the provisions Lenders and the Borrower hereby agree that, notwithstanding anything to the contrary contained in this Agreement, the Borrower and the Administrative Agent may take all such actions as may be necessary to ensure that all Lenders with outstanding Committed Term Loans of the respective tranche continue to participate in each Borrowing of outstanding Committed Term Loans of such tranche (after giving effect to the incurrence of Committed Term Loans of such tranche) on a prorata basis, including by adding the Committed Term Loans to be so incurred to the then outstanding Borrowings of Committed Term Loans of such tranche on a prorata basis even though as a result thereof such new Committed Term Loans (to the extent required to be maintained as Eurodollar Loans) may effectively have a shorter Interest Period than the then outstanding Borrowings of Committed Term Loans of such tranche, and it is hereby agreed that to the extent any then outstanding Borrowings of Committed Term Loans that are maintained as Eurodollar Loans are affected as a result thereof, any costs of the type described in Section 3.05 incurred by such Lenders in connection therewith shall be for the account of the Borrower. At the time of any increase of the Revolving Loan Commitments pursuant to this Section 2.15 2.14, the Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders, in each case to the extent necessary so that all of the Lenders with Revolving Commitments participate in each outstanding Borrowing of Revolving Loans prorata on the basis of their respective Revolving Commitments (after giving effect to any increase in the aggregate Revolving Commitments pursuant to this Section 2.14) and with the Borrower being obligated to pay to the respective Lenders any costs of the type referred to in Section 2.14 in connection with any such repayment and/or Borrowing. (d) This Section shall govern supersede any conflicts with provisions in Sections 2.13 or 11.0110.01 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, request an increase in the Aggregate Commitments by to an aggregate amount (for all such requests) not exceeding $700,000,000the Maximum Aggregate Commitments. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten 10 Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrower and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding The consent of the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity is not required to increase the amount of the Aggregate Commitments pursuant to this Section, except that each Lender shall have the right to consent to an increase in the amount of its Commitment as provided aboveset forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the Aggregate Commitments by the amount requested by the Borrower pursuant to this Section 2.14(a), the Borrower may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party the Borrower dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) the Borrower certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default exists. The Company Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 2.12 or 11.019.1 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may Borrowers may, from time to timetime through and including December 19, 2004, request an increase in the Aggregate Commitments by an aggregate a minimum principal amount (for all such requests) not of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, but in no event exceeding $700,000,00015,000,000. At the time of sending such notice, the Company Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders). Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrowers may also invite additional Eligible Assignees acceptable to the Administrative Agent and the Borrowers to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Borrowers and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the CompanyBorrowers, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.13, (1) the representation representations and warranty warranties contained in Section 5.08(a) Sections 5.5 and 5.6 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 6.1.1, and (B) no Default exists. The Company Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 or 11.019.1 to the contrary. Section 2.13 is sharing of payments and section 9.1 is voting on amendments.”

Increase in Commitments. (a) Provided there exists no DefaultDefault applicable to a Borrower, upon notice by such Borrower to the Administrative Agent (which shall promptly notify the appropriate Lenders), the Company such Borrower may from time to time, request an increase in the Aggregate Commitments by applicable to such Borrower to an aggregate amount (for all such requests) not exceeding the lesser of (x) the Maximum Aggregate Commitments and (y) in the case of the Tranche A Commitments, $700,000,0003,800,000,000 and in the case of the Tranche B Commitments, $200,000,000. At the time of sending such notice, the Company such Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten 10 Business Days from the date of delivery of such notice to the appropriate Lenders). Each appropriate Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, 26 or less than its Pro Rata Share of such requested increase. Any appropriate Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Administrative Agent shall notify the Company applicable Borrower and each appropriate Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company applicable Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding The consent of the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity is not required to increase the amount of the Aggregate Commitments pursuant to this Section, except that each appropriate Lender shall have to right to consent to an increase in the amount of its Commitment as provided aboveset forth in this Section 2.14(a). If the Lenders and Eligible Assignees do not agree to increase the applicable Aggregate Commitments by the amount requested by the applicable Borrower pursuant to this Section 2.14(a), such Borrower may (i) withdraw its request for an increase in its entirety or (ii) accept, in whole or in part, the increases that have been offered. (b) If the applicable Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company applicable Borrower shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company applicable Borrower and the appropriate Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company applicable Borrower shall deliver to the Administrative Agent a certificate of each Loan Party such Borrower dated as of the Increase Effective Date (in sufficient copies for each appropriate Lender) signed by a Responsible Officer of such Loan Party (i) Borrower certifying and attaching the resolutions adopted by such Loan Party approving or consenting that no Default applicable to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, for purposes of this Section 2.15, (1) the representation and warranty contained in Section 5.08(a) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively, and (2) the reference to the date hereof in Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date and (B) no Default Borrower exists. The Company applicable Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.053.5) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15Section. (c) In the event of an increase in Commitments pursuant to this This Section 2.15, the provisions of this Section 2.15 shall govern supersede any conflicts with provisions in Sections 2.13 2.12 or 11.019.1 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the LendersAffected Lenders (as defined below)), the Company Borrower may from time to time, request an increase in one or more of the Aggregate Commitments Term A Loan Commitment, Term B Loan Commitment or Revolving Commitment by an aggregate amount (for all such requests) not exceeding $700,000,00050,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify (i) whether the requested Commitment increase shall be made to one or more of the Term A Commitment, the Term B Commitment or the Revolving Loan Commitment (each such increased Commitment shall be referred to herein as the “Affected Tranche”) and (ii) the time period within which each Lender with a Commitment in an Affected Tranche (each, an “Affected Lender”) is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Affected Lenders). Each Affected Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment in the Affected Tranche, and, if so, whether by an amount equal to, greater than, or less than its Pro Rata Share Term A Percentage, Term B Percentage or RL Percentage, as applicable, of such requested increase. Any Affected Lender not responding within such time period shall be deemed to have declined to increase its CommitmentCommitment in the Affected Tranche. The Administrative Agent shall notify the Company Borrower and each Affected Lender of the Affected Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company Borrower may also invite additional Eligible Assignees assignees to become Lenders pursuant to the provisions of Section 10.11.1 and by executing a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a), during the first 90 days following the date hereof, the Company may invite Eligible Assignees to become Lenders under this Agreement in connection with a requested increase without first providing any Lender with the opportunity to increase its Commitment as provided above. (b) If one or more of the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of all such increaseincreases among Affected Tranches, if applicable, and within each Affected Tranche and among each Affected Lender. The Administrative Agent shall promptly notify the Company Borrower and the Affected Lenders of the final allocation of such increase increases and the Increase Effective Date. As a condition precedent to such increaseincreases, the Company Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Affected Lender) signed by a Responsible an Authorized Officer of such Loan Party the Borrower (i) certifying and attaching the resolutions adopted by such Loan Party the Borrower approving or consenting to such increase, and (ii) in the case of the Company, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V VI and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that, that for purposes of this Section 2.152.8, (1) the representation representations and warranty warranties contained in subsection (a) of Section 5.08(a) 6.5 shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(asubsections (a) and (b), respectively, and (2) the reference to the date hereof in of Section 5.05(b) and Section 5.08(b) shall be deemed to refer to the Increase Effective Date 7.1.1, and (B) no Default exists. The Company shall prepay any Committed Loans outstanding on Effective as of the Increase Effective Date (and pay any additional amounts required Date, each Affected Lender having a Commitment which is increased as of such date pursuant to Section 3.05this section (including any new Lenders joining this Agreement as of such date) shall purchase from each Affected Lender having a Commitment which is decreased as of such date pursuant to this section, and each such latter Affected Lender shall sell and assign to such purchasing Affected Lenders, in each case at par and without recourse (other than as otherwise provided herein) such portions of the outstanding Loans (or participations in Letters of Credit, if applicable) with respect to each Affected Tranche to the extent necessary to keep result in the outstanding Committed Loans (and participations in Letters of Credit, if applicable) of each Affected Tranche being ratable with any each Lender’s revised Pro Rata Shares Term A Percentages, Term B Percentages or RL Percentages, as applicable, arising from any nonratable increase in such Affected Tranche or any non-ratable allocation to an Affected Lender. Such purchases, sales and assignments shall be funded in cash by each purchasing Affected Lender to the Commitments under this Section 2.15. (c) In Administrative Agent, for the event benefit of an increase in Commitments pursuant to this Section 2.15each selling and assigning Affected Lender, on the Increase Effective Date. On the Increase Effective Date, the provisions Borrower shall compensate each Affected Lender, in immediate available funds for any losses, expenses and liabilities incurred by such Lender in connection with the sales, assignments and purchases contemplated by this section with respect to any LIBO Rate Loan subject to such transactions, including, without limitation, (i) in the case of this Section 2.15 shall govern any conflicts with provisions each purchasing Affected Lender having purchased one or more LIBO Rate Loans (or portions thereof) hereunder bearing interest at rates which are less than the prevailing rate of interest on LIBO Rate Loans as of the Increase Effective Date and (ii) in Sections 2.13 the case of each selling Affected Lender having sold or 11.01assigned one or more LIBO Rate Loans (or portions thereof) hereunder bearing interest at rates which are higher than the prevailing rate of interest on LIBO Rate Loans as of the Increase Effective Date.”