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 $1,000,000,000. 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 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 Section 6.01(a) and 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 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 $1,000,000,000700,000,000. 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 Section Sections 6.01(a) and 6.01(b(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 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 $1,000,000,000exceed 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, for the avoidance of doubt, no such Lender shall have an obligation to so agree) 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 Section 6.01(a) and 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 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 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 $1,000,000,000100,000,000; 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, 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 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 Section 6.01(a) and 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 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 $1,000,000,000. 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, for the avoidance of doubt, no such Lender shall have an obligation to so agree) 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 Section 6.01(a) and 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 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 time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $1,000,000,000100,000,000; 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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 $1,000,000,00075,000,000. 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, 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 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 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 Section 6.01(a) and 6.01(b)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. 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 $1,000,000,000result 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 (and, for the avoidance with respect to Loans and Letters of doubt, no such Lender shall have an obligation to so agree) 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 Article 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 Section 6.01(a) and 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 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. (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 $1,000,000,000. 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 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 Section 6.01(a) and 6.01(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, 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 $1,000,000,0002,000,000,000; 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(b), respectively, of Section 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 reference Borrower provides an opinion of counsel (which may be internal counsel) in form and substance reasonably satisfactory to the date hereof Administrative Agent stating that all Authorizations of federal regulators and of state regulators in Section 5.05(b) Pennsylvania and Section 5.08(b) shall be deemed to refer West Virginia (and in any other state, if any, where the Borrower or any of its Subsidiaries is subject to the Increase Effective 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 (B) listing any such Authorizations obtained, or stating that no Default existssuch 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, 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 $1,000,000,000. 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, for the avoidance of doubt, no such Lender shall have an obligation to so agree) 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 Section 6.01(a) and 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 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, 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 $1,000,000,000. 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 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, 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 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 Section 6.01(a) and 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 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 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 $1,000,000,000100,000,000 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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 $1,000,000,000200,000,000. 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 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 2.15, 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 Section Sections 6.01(a) and 6.01(b(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 2.15. (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, 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 $1,000,000,000. 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, for the avoidance of doubt, no such Lender shall have an obligation to so agree) 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 Section 6.01(a) and 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 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 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 $1,000,000,00075,000,000; 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, 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, 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 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 Section 6.01(a6.1 (a) and 6.01(b(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 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 $1,000,000,00025,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each 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 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 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 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 Section 6.01(a) and 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 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. 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; 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. (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 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 $1,000,000,000. 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, 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, 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 Section 6.01(a) and 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 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, 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 $1,000,000,000; 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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, (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 (A) 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 (B) 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 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 the Stated Maturity Date has not been extended pursuant to Section 2.14 prior to the Borrower’s request for such increase. 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 or Event of Default, upon notice to the Administrative Agent (which shall promptly notify the LendersBanks), the Company may from time to time, but not more than two times in any year, request an increase in the Aggregate Commitments; provided, 55 however, that after giving effect to any such increases, the Aggregate Commitments by an aggregate amount (for all such requests) shall not exceeding exceed $1,000,000,000400,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender Bank 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 LendersBanks), provided that each Bank need not be notified with respect to any request to increase the Aggregate Commitments up to an aggregate of $350,000,000 made within the first 60 days following the Closing Date. Each Lender If requested to respond, each Bank in its sole and absolute discretion 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 Bank 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 Bank of the Lenders’ Banks' responses to each request made hereunder. To achieve If the Banks do not agree to the full amount of a requested increase, the Company may also then invite additional Eligible Assignees to become Lenders Banks 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 and the Lenders Banks 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 (i) a certificate of each Loan Party a Responsible Officer of the Company dated as of the Increase Effective Date (in sufficient copies for each Bank) signed by a Responsible Officer of such Loan Party (i) the Company certifying and attaching the resolutions adopted by such Loan 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 Article VI are true and correct on and as of the Increase Effective Date, Date (except to the extent that such representations and warranties specifically refer representation or warranty relates to an earlier date, in which case they are such representation and warranty shall be true on and correct as of such earlier date) and no Default or Event of Default exists, and except that, for purposes (ii) a Compliance Certificate demonstrating pro forma compliance with Section 8.16 after giving effect to such increase. The Company shall deliver new or amended Committed Loan Notes reflecting the increased Commitment of this Section 2.15, any Bank holding or requesting a Note. The 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 Section 6.01(a) and 6.01(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 shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.054.04) 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, provided, that with the consent of each affected Bank (which consent may be verbal) such amount or any portion thereof may be settled on a net basis with each Bank having a new or nonratable increase in its Commitment funding its Pro Rata Share of the principal amount of the Loans outstanding on the Increase Effective Date with such amounts applied on behalf of the Company to reduce the outstanding Revolving Loans of Banks whose Loans outstanding exceed their revised Pro Rata Share of the aggregate Loans outstanding as a result of such increased 56 Aggregate Commitments. The Company shall pay to each such Bank any amounts required pursuant to Section 2.154.04 together with interest on such amounts paid as if such Bank received such prepayment directly from the Company. (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 11.01 to the contrary.

Increase in Commitments. (a) Provided At any time during the term of this Agreement, provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrowers may from time to timerequest, request without the consent of the Administrative Agent and the Lenders, an increase in the Aggregate Commitments by to an aggregate amount (for all such requests) not exceeding $1,000,000,000300,000,000. 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, 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 the request made hereunder. To achieve the full amount of a requested increase, the Company Borrowers in consultation with the Administrative Agent 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 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 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 Companysuch Borrower, 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 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 Section 6.01(asubsections (a) and 6.01(b(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 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 Aggregate 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, upon 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 the Maximum Loan Amount or invite additional Eligible Assignees to become Lenders pursuant to an aggregate amount (for agreement in form and substance satisfactory to the Administrative Agent, the Issuing Bank and their respective counsel so as to increase all such requests) not exceeding $1,000,000,000commitments to the Maximum Loan Amount. At the time of sending such notice, the Company Borrower (in consultation with the Administrative AgentAgent and the Issuing Bank) shall specify the time period within which each Lender or invitee 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 Percentage 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 Anything herein contained to the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a)contrary notwithstanding, 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 no Lender shall have any Lender with the opportunity obligation whatsoever to increase its Commitment as provided abovehereunder. (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 (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 7.13 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 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 Section 6.01(a) and 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 or Event of Default exists. The Company Borrower shall deliver new or amended Notes reflecting the increased Commitment of the Lenders. 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 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 Percentage 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 10.1 to the contrary.

Increase in Commitments. (a) Provided there exists no Default, upon notice to The 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 $1,000,000,000. 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 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, 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 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 $1,500,000,000, (iii) no such increase shall be in an amount less than $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 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 that any such increase has been authorized by such Loan Party approving or consenting to such increaseParty, 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 Article 6 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 Section 6.01(a) and 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 Borrower shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.054.05) 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 3.06 or 11.0111.01 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 LendersBanks), the Company may from time to time, but not more than two times in any year, request an increase in the Aggregate Commitments; provided, 47 Credit Agreement - Idex Corporation 55 however, that after giving effect to any such increases, the Aggregate Commitments by an aggregate amount (for all such requests) shall not exceeding exceed $1,000,000,000400,000,000. At the time of sending such notice, the Company (in consultation with the Administrative Agent) shall specify the time period within which each Lender Bank 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 LendersBanks), provided that each Bank need not be notified with respect to any request to increase the Aggregate Commitments up to an aggregate of $350,000,000 made within the first 60 days following the Closing Date. Each Lender If requested to respond, each Bank in its sole and absolute discretion 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 Bank 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 Bank of the Lenders’ Banks' responses to each request made hereunder. To achieve If the Banks do not agree to the full amount of a requested increase, the Company may also then invite additional Eligible Assignees to become Lenders Banks 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 and the Lenders Banks 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 (i) a certificate of each Loan Party a Responsible Officer of the Company dated as of the Increase Effective Date (in sufficient copies for each Bank) signed by a Responsible Officer of such Loan Party (i) the Company certifying and attaching the resolutions adopted by such Loan 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 Article VI are true and correct on and as of the Increase Effective Date, Date (except to the extent that such representations and warranties specifically refer representation or warranty relates to an earlier date, in which case they are such representation and warranty shall be true on and correct as of such earlier date) and no Default or Event of Default exists, and except that, for purposes (ii) a Compliance Certificate demonstrating pro forma compliance with Section 8.16 after giving effect to such increase. The Company shall deliver new or amended Committed Loan Notes reflecting the increased Commitment of this Section 2.15, any Bank holding or requesting a Note. The 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 Section 6.01(a) and 6.01(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 shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.054.04) 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, provided, that with the consent of each affected Bank (which consent may be verbal) such amount or any portion thereof may be settled on a net basis with each Bank having a new or nonratable increase in its Commitment funding its Pro Rata Share of the principal amount of the Loans outstanding on the Increase Effective Date with such amounts applied on behalf of the Company to reduce the outstanding Revolving Loans of Banks whose Loans outstanding exceed their revised Pro Rata Share of the aggregate Loans outstanding as a result of such increased 48 Credit Agreement - Idex Corporation 56 Aggregate Commitments. The Company shall pay to each such Bank any amounts required pursuant to Section 2.154.04 together with interest on such amounts paid as if such Bank received such prepayment directly from the Company. (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 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 may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $1,000,000,000. 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 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 Section 6.01(a) and 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 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 from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $1,000,000,00025,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each 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 LendersLender). 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 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 as a result of all or a portion of Lenders at such time not increasing their respective Commitments in an aggregate amount to the increased amount of Commitments requested by Borrower, 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 2.15paragraph 2.12, the Administrative Agent and the Company Borrower shall determine the effective 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 Borrower and each Loan Party Guarantor dated as of the Increase Effective Closing Date (in sufficient copies for each Lender) signed by a Responsible Officer an officer of such Loan Party Borrower and each Guarantor (i) certifying and attaching the resolutions adopted by such Loan Party Borrower and each Guarantor 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 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, 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 Section 6.01(a) and 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 existsor Event of Default exists or would result therefrom. 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 Agent in an amount sufficient, upon the application of such payments by all Lenders to the reduction of outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable held by Lenders, to cause the principal amount of Loans outstanding made by each Lender to be in the amount of its pro rata share (after giving effect to the increase in the Commitments under in accordance with this Section 2.15paragraph 2.12) of all outstanding Loans. Borrower hereby irrevocably authorizes each Lender to fund to Agent the payment required to be made pursuant to the immediately preceding sentence for application to the reduction of the outstanding Loans held by the other Lenders. If, as a result of the repayment of Loans provided for in this paragraph 2.12, any payment of LIBOR Based Loans occurs on a day which is not the last day of the applicable Interest Period, Borrower will pay to Agent for the benefit of any Lender holding a LIBOR Based Loan any Lender’s Consequential Loss incurred by such Lender resulting therefrom in accordance with paragraph 3.1.4 to the extent a LIBOR Based 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 paragraph 2.12(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 Letter of Credit Liabilities 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 paragraph 4.2 or 11.01paragraph 11.18 to the contrary; provided that no Lender shall be obligated to increase its Commitment.

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 $1,000,000,000150,000,000. 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, 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 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 Article 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 2.15, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(asubsections (a) and 6.01(b(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 7.01, 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 11.0111.01 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 Commitments by an aggregate amount (for all such requests) not exceeding $1,000,000,000100,000,000; 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, 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, 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 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 Section 6.01(a6.1 (a) and 6.01(b(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, 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 $1,000,000,00010,000,000 and not in excess of $75,000,000 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, 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 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 (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 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 subsections (a) and (b) of Section 5.08(a) 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(asubsections (a) and 6.01(b(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 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 2.14 or 11.0111.01 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 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 $1,000,000,00015,000,000. 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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 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 $1,000,000,000250,000,000; 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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 So long as no DefaultDefault exists, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, time request an increase increases in the Aggregate Commitments by Commitments; provided that (i) any request for an increase shall be in the amount of $10,000,000 or a higher integral multiple of $5,000,000, and (ii) the aggregate amount (for of all such requests) increases during the term of this Agreement shall not exceeding exceed $1,000,000,000150,000,000. 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). . (b) 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 Applicable 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 promptly 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 and the Issuing Bank (which approvals shall not be unreasonably withheld), the Company Borrower may also invite additional Persons qualifying 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. (bd) If the Aggregate Commitments are increased in accordance with this Section 2.152.13, 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 an Authorized 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 Article III 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 Section 6.01(a) and 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. (f) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Borrower, the Administrative Agent and the Lenders may make arrangements reasonably satisfactory to such parties to permit a Lender that is increasing its Commitment (including any new Lender) to temporarily hold risk participations in the outstanding Loans of the other Lenders (rather than fund its Applicable Percentage of all outstanding Loans concurrently with the applicable increase) with a view toward minimizing break funding costs (as contemplated by Section 2.17 below) and transfers of funds in connection with any increase in the Aggregate Commitment. The Company shall prepay Borrower acknowledges that if (despite any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required arrangements established pursuant to Section 3.05the foregoing sentence) to any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the extent necessary last day of an Interest Period therefor to keep the outstanding Committed Loans ratable among the Lenders in accordance with any their 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 Commitments, then such prepayment or conversion shall be subject to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.012.17.

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 $1,000,000,000250,000,000. 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 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 Section 6.01(a) and 6.01(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. (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 $1,000,000,00010,000,000 (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, 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 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 Article 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 Section 6.01(aclauses (a) and 6.01(b(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 $1,000,000,000400,000,000; 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, 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(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 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 Section Sections 6.01(a) and 6.01(b(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 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 $1,000,000,000on 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, for existing Lender states the avoidance amount 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 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 Section 6.01(a) and 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 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, 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 $1,000,000,00050,000,000. 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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 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 $1,000,000,000400,000,000. 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, 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 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 Section 6.01(a) and 6.01(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 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 $1,000,000,000100,000,000. 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b), respectively, and (2b) 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 written 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 $5,000,000 or a whole multiple of $1,000,000 in excess thereof, but in no event exceeding $1,000,000,00015,000,000. At the time of sending such written 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, 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 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 Covered Person dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party Covered Person (i) certifying and attaching the resolutions adopted by such Loan Party Covered Person 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 12, 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 2.153.4, (1) the representation representations and warranty warranties contained in Section 5.08(a) 12 shall be deemed to refer to the most recent statements Financial Statements furnished pursuant to Section 6.01(a) and 6.01(b)14.14, 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, The Borrowers 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 Revolving Facility Available Amount and the Individual Commitments by an of the Lenders (the amount of increase requested on any occasion being referred to herein as the “Increase Amount”), to a maximum aggregate amount (for all such requests) not exceeding $1,000,000,000. At 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 Revolving Facility Available Amount and the Individual Commitments of the Lenders, (ii) the Company representations and warranties in Article 10 are true and correct in all material respects immediately prior to such time and will remain true and correct in all material respects immediately after such time; and (ii) the Borrowers will be in consultation pro forma compliance with all financial covenants set out in section 11.1 after giving effect to any funding in connection with such increase. (b) The Commitment Increase Notice shall be delivered by the Administrative AgentAgent to the Lenders within five (5) Banking Days of receipt thereof by the Agent and shall specify the a time period selected by the Borrowers within which each Lender is requested to respond to such Commitment Increase Notice (which shall in no event be less than ten Business Banking 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 Individual Commitment (and, for the avoidance of doubt, no such Lender shall have an obligation to so agree) 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 Individual Commitment. The Administrative Agent shall notify the Company Borrowers and each Lender of the such other Lenders’ 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 Agent of responses to the Commitment Increase Notice from each of the Lenders, the Borrowers may, to achieve the full amount of a the requested increaseincrease 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 Agent, the Company may also invite additional Eligible Assignees Swingline Lender and the Issuing Lender (such acceptance 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 be unreasonably withheld) (it being agreed that any Lender as of this Section 2.15(a), during the first 90 days following the date hereof, of the Company Commitment Increase Notice would be acceptable) may invite Eligible Assignees be admitted as a Lender party to become Lenders under this Agreement in connection with a requested increase without first providing any Lender accordance with the opportunity provisions of Section 16.6(f). No Finance Party shall have any obligation or other commitment 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 provide all or any portion 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 Section 6.01(a) and 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 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 2.15Amount. (c) In the event of an Any such increase in the Commitment shall become effective upon written notice by the Agent (which shall be promptly delivered by the Agent) to the Borrowers and the Lenders specifying the effective date of such increase in Commitment, together with a revised Schedule B stating the new Individual Commitment of each of the Lenders (d) Upon the effective date of the increased Commitment, each Additional Lender shall make all (if any) such payments to the Agent for distribution to the other Lenders as may be necessary to result in the respective extensions of credit under the Revolving Facility held by such Additional Lender and the other Lenders being equal to such applicable Lender’s Pro Rata Share of the aggregate principal amount of all extensions of credit under the Revolving Facility outstanding as of such date. Each of the Borrowers 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 extensions of credit under the Revolving Facility made by such Additional Lender hereunder and that such Additional Lender may exercise all of its right of payment with respect to such amounts as fully as if such Additional Lender had initially advanced to the Borrowers directly the amount of such payments. If any such adjustment payments pursuant to the preceding sentences of this Section are made by an Additional Lender to other Lenders in respect of LIBOR Loans, Bankers’ Acceptances and/or Letters of Credit at a time other than on the expiry of the applicable Interest Period in respect of a LIBOR Loan, the maturity of a Bankers’ Acceptance or the expiry date of a Letter of Credit, as the case may be, and if any such adjustment payments result in the Lenders (or any one or more of them) incurring an actual loss, cost or expense, the Borrowers shall pay to each of the Lenders receiving any such payment, at the time that such payment is made pursuant to this Section 2.15Section, the provisions of this amount that would be required to be paid by the Borrowers pursuant to Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.019.10 had such payments been made directly by a Borrower.

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 $1,000,000,000150,000,000 (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, for the avoidance of doubt, no such Lender shall have an obligation to so agree) 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 Article 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 Section 6.01(a) and 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 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 Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may from time to time, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) not exceeding $1,000,000,000150 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) ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International may make a maximum of three such requests. At the time of sending any such notice, the Company ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International (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 ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International and each Lender of the Lenders’ ' responses to each request made hereunder. To achieve the full amount of a requested increase, the Company ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International 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 ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International shall determine the effective date (the “"Increase Effective Date”") and the final allocation of such increase. The Administrative Agent shall promptly notify the Company ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International and the Lenders of the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Company ▇▇▇▇▇▇▇-▇▇▇▇▇▇ International shall deliver to the Administrative Agent a 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 Company▇▇▇▇▇▇▇-▇▇▇▇▇▇ International, 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, 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 Section 6.01(asubsections (a) and 6.01(b(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 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 $1,000,000,00040,000,000. 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, 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 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 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 Section 6.01(a) and 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 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 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 $1,000,000,000100,000,000 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, 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 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 (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 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 Section 6.01(asubsections (a) and 6.01(b(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 an aggregate amount (for all such requests) requests not exceeding $1,000,000,00050,000,000 in the aggregate; provided that any such request must be in an amount of not less than $10,000,000 and in a whole multiple of $5,000,000 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, 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 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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 39 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 DefaultThe Borrower shall have the right from time to time, upon by written notice to the Administrative Agent (which shall promptly notify the Lendersany such notice, a “Commitment Increase Notice”), the Company may from time to time, request an increase in the Aggregate Commitments by an aggregate Commitment (any such requested increase, a “Commitment Increase”, and the amount thereof, the “Increase Amount”), to a maximum aggregate Commitment of $225,000,000; provided that (for all such requestsi) not exceeding $1,000,000,000. At at the time of sending each Commitment Increase Notice and at the time the corresponding Commitment Increase would become effective, no Default has occurred and is continuing or would exist after giving effect to such noticeCommitment Increase, and (ii) at the time such Commitment Increase would become effective, the Company (Borrower would be in consultation pro forma compliance with the leverage covenant set forth in Section 6.10(a), with Consolidated Total Debt measured as of the date of and after giving effect to any funding in connection with such Commitment Increase (and the application of proceeds thereof to the repayment of any other Indebtedness) and Consolidated EBITDA measured for the Reference Period then most recently ended. A copy of each Commitment Increase Notice shall be delivered by the Administrative Agent) Agent to the Lenders and shall specify the a time period within which each Lender is requested to respond selected by the Borrower (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice Commitment Increase Notice to the Lenders)) within which each Lender is requested to respond to such Commitment Increase Notice. 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 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 such Commitment Increase Notice. After the expiration of the time period set forth in such Commitment Increase Notice or receipt by the Administrative Agent of responses to such Commitment Increase Notice from each request made hereunder. To of the Lenders, the Borrower may, to achieve the full amount of the requested Increase Amount, invite one or more other Persons (other than individuals) (each, an “Additional Lender”) that have agreed to provide all or any portion of such Increase Amount and that are reasonably 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 such 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 9.04(e). Neither the Administrative Agent nor any Lender shall have any obligation or other commitment to provide all or any portion of any Commitment Increase. No consent of any Lender shall be required to give effect to any Commitment Increase. Each Commitment Increase shall become effective upon written notice by the Administrative Agent to the Borrower and the Lenders specifying the effective date of such Commitment Increase, together with a revised Schedule 2.01 stating the new aggregate Commitment and, in respect thereof, the Company may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form Commitment of each Additional Lender, the respective continuing Commitment of each other Lender and substance satisfactory the new Revolving Credit Exposure of the Lenders. Upon the effective date of such Commitment Increase, 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 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 a Commitment 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 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 2.21 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, the Company, certifying that, before and after giving effect 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 Section 6.01(a) and 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 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 2.152.21, the provisions of this amount that would be required to be paid by the Borrower pursuant to Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.012.16 had such payments been made directly by the Borrower.

Increase in Commitments. (a) 6.5.1 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 Companies 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 $1,000,000,00010,000,000; provided that (i) the Revolving Commitment may not exceed $20,000,000; and provided further that any such request for an increase shall be in a minimum amount of $5,000,000 and in multiples of $5,000,000 in excess thereof and (ii) the Companies may not request more than two increases. At the time of sending such notice, the Company Companies (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 twenty Business Days from the date of delivery of such notice to the Lenders). . 6.5.2 Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Commitment (and, for the avoidance of doubt, no such Lender shall have an obligation to so agree) Amount 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. Revolving Commitment Amount. 6.5.3 The Administrative Agent shall notify the Company Companies 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 Company approval of the Administrative Agent and the Issuing Lender (which approvals shall not be unreasonably withheld), the Companies 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. (b) 6.5.4 If the Aggregate Commitments are Revolving Commitment Amount is increased in accordance with this Section 2.15Section, the Administrative Agent and the Company Companies shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Company Companies and the Lenders of the final allocation of such increase and increase, the Increase Effective Date. Date and revised Pro Rata Shares. 6.5.5 As a condition precedent to such increase, the Company Companies shall deliver to the Administrative Agent a certificate of each Loan Party Agent: (a) 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 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 9 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 Section 6.01(a) and 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 Unmatured Event of Default exists. The Company or Event of Default exists or shall prepay any Committed Loans outstanding on result from such increase to the Increase Effective Date Revolving Commitment Amount; (and pay any additional amounts required pursuant to Section 3.05b) a Note for each Lender to the extent necessary required to keep evidence the outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable increase in the Commitments under this Section 2.15.new or increased Commitment of such Lender; (c) In each Company’s (i) charter (or similar formation document), certified by the event appropriate governmental authority; (ii) good standing certificates in its state of an incorporation (or formation) and in each other state requested by the Administrative Agent; (iii) bylaws (or similar governing document); (iv) resolutions of its board of directors (or similar governing body) approving and authorizing the increase in Commitments the Revolving Commitment Amount; and (v) signature and incumbency certificates of its officers executing any of the Loan Documents (it being understood that the Administrative Agent and each Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification; and (d) such other agreements and opinions of counsel as the Administrative Agent may reasonably request. 6.5.6 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 this 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. The Companies shall make any payments under Section 2.15, the provisions of this 8.4 resulting from such assignments. 6.5.7 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, 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 $1,000,000,000200,000,000. 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, 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 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 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 Section 6.01(a) and 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 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, 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 $1,000,000,00040,000,000. 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 LendersLender). 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 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 as a result of all or a portion of Lenders at such time not increasing their respective Commitments in an aggregate amount to the increased amount of Commitments requested by Borrower, 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 2.15paragraph 2.12, the Administrative Agent and the Company Borrower shall determine the effective 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 Borrower and each Loan Party Guarantor dated as of the Increase Effective Closing Date (in sufficient copies for each Lender) signed by a Responsible Officer an officer of such Loan Party Borrower and each Guarantor (i) certifying and attaching the resolutions adopted by such Loan Party Borrower and each Guarantor 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 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, 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 Section 6.01(a) and 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 existsor Event of Default exists or would result therefrom. 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 Agent in an amount sufficient, upon the application of such payments by all Lenders to the reduction of outstanding Committed Loans ratable with any revised Pro Rata Shares arising from any nonratable held by Lenders, to cause the principal amount of Loans outstanding made by each Lender to be in the amount of its pro rata share (after giving effect to the increase in the Commitments under in accordance with this Section 2.15paragraph 2.12) of all outstanding Loans. Borrower hereby irrevocably authorizes each Lender to fund to Agent the payment required to be made pursuant to the immediately preceding sentence for application to the reduction of the outstanding Loans held by the other Lenders. If, as a result of the repayment of Loans provided for in this paragraph 2.12, any payment of Eurodollar Rate Loans occurs on a day which is not the last day of the applicable Interest Period, Borrower will pay to 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 paragraph 3.2 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 paragraph 2.12(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 Section 2.15, the provisions of this Section 2.15 all outstanding L/C Obligations in accordance with its Commitment Percentage. (d) This paragraph shall govern supersede any conflicts with provisions in Sections 2.13 paragraph 4.2 or 11.01paragraph 11.18 to the contrary; provided that no Lender shall be obligated to increase its Commitment.

Increase in Commitments. (a) Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the LendersBanks), 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 $1,000,000,000250,000,000; 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 Bank 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 LendersBanks). . (b) Each Lender Bank 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 Applicable Percentage of such requested increase. Any Lender Bank 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 Bank of the LendersBanks’ responses to each request made hereunder. To achieve the full amount of a requested increaseincrease and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld or delayed), the Company Borrower may also invite additional Eligible Assignees to become Lenders Banks 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. (bd) 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 Banks of the final allocation of such increase and the Increase Effective Date. No consent of any Bank (other than the Banks participating in such increase) shall be required for any such increase pursuant to this Section 2.03. (e) 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 Bank) signed by a Responsible Officer of such Loan Party (ix) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (iiy) in the case of the Company, certifying that, that immediately before and after giving effect to such increase, (A) the representations and warranties contained in ARTICLE V Article 4 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 Section 6.01(a) and 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 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 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 $1,000,000,00035,000,000 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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 $1,000,000,000150,000,000. 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, 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 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 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 Section 6.01(a) and 6.01(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 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 $1,000,000,000exceed 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, for the avoidance of doubt, no such Lender shall have an obligation to so agree) 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 Section 6.01(a) and 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 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 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 $1,000,000,000in 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, 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 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 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 Section 6.01(a) and 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) 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 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 $1,000,000,000150,000,000; 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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 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 $1,000,000,000greater 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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 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 $1,000,000,000in 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, 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 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 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 Section 6.01(a) and 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) 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 $1,000,000,00075,000,000; 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, 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 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 Section 6.01(a) and 6.01(b6.1(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 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 $1,000,000,00050,000,000. 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 (andin the Affected Tranche, 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 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 Article 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 Section 6.01(asubsections (a) and 6.01(b(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.”

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 $1,000,000,0002,000,000,000; 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, 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 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, and (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 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 Section 6.01(asubsections (a) and 6.01(b(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. . (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 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 $1,000,000,000exceed 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, for the avoidance of doubt, no such Lender shall have an obligation to so agree) 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 2315953_6.doc 43 364-Day Revolving Credit Agreement 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 Section 6.01(a) and 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 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 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 $1,000,000,00075,000,000. 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, for the avoidance of doubt, no such Lender shall have an obligation to so agree) 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 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 Section 6.01(aclauses (a), (b) and 6.01(b(c), 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 $1,000,000,00025,000,000, 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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, 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 $1,000,000,00050,000,000. 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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 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, $1,000,000,0003,800,000,000 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, 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, 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 Section 6.01(a) and 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 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 DefaultDefault exists, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company OP Borrower may from time to timeno more than three times during the Initial Term, request an increase in the Aggregate Commitments by an amount not less than $10,000,000 for any individual request, and not exceeding $100,000,000 in the aggregate amount (for all such requests) , provided that, in any event, the Aggregate Commitments shall not exceeding exceed $1,000,000,000300,000,000 at any time. At the time of sending such notice, the Company OP 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, 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 OP Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Company OP Borrower may also invite additional Eligible Assignees to become Lenders pursuant upon execution of a supplemental signature page to this Agreement substantially in the form of Exhibit L. Each Borrower shall execute and deliver such amendments to the Loan Documents and other documents and certificates, including a joinder agreement new Note in form favor of any additional Eligible Assignee, and substance satisfactory to the Borrowers shall pay such additional upfront fees, arrangement fees and other fees, as may be mutually agreed between the Borrowers, 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 such additional Eligible Assignees (it being understood that any such fees shall not be required 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 abovebe ratable). (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Section, the Administrative Agent and the Company OP 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 OP 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 OP 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 CompanyBorrowers, 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 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 Section 6.01(asubsections (a) and 6.01(b(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 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 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 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 $1,000,000,00075,000,000. 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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, 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 $1,000,000,000125,000,000; 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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 $1,000,000,000100,000,000 (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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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 During the period beginning on the Closing Date and ending December 19, 2005 and provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to timerequest, request without the consent of the Administrative Agent and the Lenders, an increase in the Aggregate Commitments by to an aggregate amount (for all such requests) not exceeding $1,000,000,000275,000,000. 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, 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 Borrower and each Lender of the Lenders’ ' responses to each the request made hereunder. To achieve the full amount of a requested increase, the Company Borrower in consultation with the Administrative Agent 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”"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 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 2.15SECTION 2.14, (1) the representation representations and warranty warranties contained in Section 5.08(asubsections (a) and (b) of SECTION 5.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(asubsections (a) and 6.01(b(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 of SECTION 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 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 Aggregate 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 SECTIONS 2.13 or 11.0110.01 to the contrary.

Increase in Commitments. (a) Provided there exists So long as no DefaultDefault exists, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company Borrower may from time to time, time request an increase increases in the Aggregate Commitments by Commitments; provided that (i) any request for an increase shall be in the amount of $10,000,000 or a higher integral multiple of $5,000,000, and (ii) the aggregate amount (for of all such requests) increases during the term of this Agreement shall not exceeding exceed $1,000,000,000150,000,000. 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). . (b) 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 Applicable 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 promptly 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 and the Issuing Bank (which approvals shall not be unreasonably withheld), the Company Borrower may also invite additional Persons qualifying as Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel. Notwithstanding counsel and 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 aboveIssuing Bank. (bd) If the Aggregate Commitments are increased in accordance with this Section 2.152.13, 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 an Authorized 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 Article III 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 Section 6.01(a) and 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. (f) The parties hereto agree that, notwithstanding any other provision of this Agreement, the Borrower, the Administrative Agent and the Lenders may make arrangements reasonably satisfactory to such parties to permit a Lender that is increasing its Commitment (including any new Lender) to temporarily hold risk participations in the outstanding Loans of the other Lenders (rather than fund its Applicable Percentage of all outstanding Loans concurrently with the applicable increase) with a view toward minimizing break funding costs (as contemplated by Section 2.17 below) and transfers of funds in connection with any increase in the Aggregate Commitment. The Company shall prepay Borrower acknowledges that if (despite any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required arrangements established pursuant to Section 3.05the foregoing sentence) to any Eurodollar Loans must be prepaid or converted (in whole or in part) on a day other than the extent necessary last day of an Interest Period therefor to keep the outstanding Committed Loans ratable among the Lenders in accordance with any their 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 Commitments, then such prepayment or conversion shall be subject to this Section 2.15, the provisions of this Section 2.15 shall govern any conflicts with provisions in Sections 2.13 or 11.012.17.

Increase in Commitments. (a) Provided there exists no DefaultDefault and that previously there has not occurred any voluntary or mandatory reduction in the Aggregate Commitments, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Company may from Borrower may, on a one-time to timebasis, request an increase in the Aggregate Commitments by an aggregate amount (for all such requests) that, after giving effect to any such increase, the Aggregate Commitments shall not exceeding exceed $1,000,000,00025,000,000. At the time of sending such notice, the Company Borrower (in consultation with the Administrative Agent) shall specify the time period within which each 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 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 one of AllFirst Bank or Wachovia Bank, N.A. 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 Article 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 2.152.14, (1) the representation representations and warranty warranties contained in subsections (a) and (b) of Section 5.08(a) 6.05 shall be deemed to refer to the most recent statements furnished pursuant to Section 6.01(asubsections (a) and 6.01(b(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 7.01, 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 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 $1,000,000,000100,000,000 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, 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 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 Article 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 Section 6.01(asubsections (a) and 6.01(b(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 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 $1,000,000,00050,000,000. 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, 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 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 Article 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 Section 6.01(asubsections (a) and 6.01(b(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 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 $1,000,000,000450,000,000. 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, 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 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 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 Section 6.01(a) and 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 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. (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 $1,000,000,000. 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, 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 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 Section 6.01(a) and 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 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 The Administrative Borrower may, at any time prior to the final Revolving Credit Commitment Termination Date or the Term A Loan Maturity Date, by notice to the Administrative Agent, request that the aggregate amount of the Revolving Credit Commitment or the Term A Commitment be increased by an amount of $10,000,000 or an integral multiple thereof (each, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled final Revolving Credit Commitment Termination Date then in effect or the Term A Loan Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no Defaultevent shall the aggregate amount of increases of the Revolving Credit Commitments or the Term A Commitment, upon respectively, at any time exceed $250,000,000, (ii) on the date of any request by the Administrative Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Article III shall be satisfied and (iii) the terms, pricing, maturity and (in the case of Commitment Increases in the form of Term A Commitments) amortization of any Commitment Increase shall be (as determined by Administrative Borrower in good faith) substantially identical to the terms of the Revolving Credit Commitments or the Term A Loans, as applicable, as existing on the related Increase Date. The Administrative Borrower may simultaneously (x) request one or more of the Lenders to increase the amount of its Commitment and/or (y) arrange for one or more banks or financial institutions not a party hereto to become parties to and Lenders under this Agreement, pursuant to the terms and conditions set forth below. (b) The Administrative Agent shall promptly notify such of the Lenders and one or more Eligible Assignees as are identified by the Administrative Borrower to participate in the requested Commitment Increase of a request by the Administrative Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed terms of such Commitment Increase and (iii) the date by which such Lenders or Eligible Assignees (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Revolving Credit Commitment Termination Date in accordance with Section 2.19(c) or an extension of the Term A Loan Maturity Date in accordance with Section 2.19(g), an “Assuming Lender”) wishing to participate in the Commitment Increase must commit to increase the amount of their respective Revolving Credit Commitments or Term A Commitments or to establish their respective Revolving Credit Commitments or Term A Commitments, as the case may be (the “Commitment Date”); provided, however, that the Revolving Credit Commitment or Term A Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more. Each Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent (on or prior to the Commitment Date of the amount by which shall promptly notify the Lenders), the Company may from time it is willing to time, request an increase its Revolving Credit Commitment or Term A Commitment. Each increase in the Aggregate Revolving Credit Commitments by an aggregate amount or Term A Commitment of the Increasing Lenders and the Revolving Credit Commitment or Term A Commitment of each Assuming Lender shall be subject to the approval of each Issuing Bank (for all which approval shall not be unreasonably withheld or delayed). The requested Commitment Increase shall be allocated among the Lenders willing to participate therein and the Assuming Lenders in such requests) not exceeding $1,000,000,000. At amounts as are agreed between the time of sending such notice, the Company (in consultation with Administrative Borrower and the Administrative Agent. (c) On each Increase Date, each Assuming Lender shall specify the time period within which each become a Lender is requested party to respond (which shall in no event be less than ten Business Days from the date of delivery this Agreement as of such notice Increase Date and the Revolving Credit Commitment or Term A Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the Lenderslast sentence of Section 2.18(b). Each Lender shall notify ) as of such Increase Date; provided, however, that the Administrative Agent within shall have received on or before such time period whether Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the board of directors of the Administrative Borrower or not it agrees the executive committee of such board of directors approving the Commitment Increase and the corresponding modifications to increase its Commitment this Agreement, (andB) if reasonably requested by the Administrative Agent, an opinion of counsel for the avoidance Administrative Borrower (which may be in-house counsel), and (C) a consent of doubt, no such Lender shall have the Administrative Borrower; (ii) an obligation to so agree) andassumption agreement from each Assuming Lender, if soany, 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 Borrower and the Administrative Agent and its counsel. Notwithstanding the foregoing provisions of this Section 2.15(a(each, an “Assumption Agreement”), during the first 90 days following the date hereof, the Company may invite duly executed by 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 above. (b) If the Aggregate Commitments are increased in accordance with this Section 2.15Assignee, the Administrative Agent and the Company Administrative Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment in a writing satisfactory to the Administrative Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in Section 2.18(a) and in the immediately preceding sentence of this Section 2.18(c), the Administrative Agent shall determine notify the effective date Lenders (the “Increase Effective Date”including, without limitation, each Assuming Lender) and the final allocation Administrative Borrower of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. If any Advances are outstanding on the Increase Date, the Lenders immediately after effectiveness of such increase. The Administrative Agent Commitment Increase shall promptly notify the Company purchase and the Lenders assign at par such amounts of the final allocation of Advances outstanding at such increase and the Increase Effective Date. As a condition precedent to such increase, the Company shall deliver to time as the Administrative Agent a certificate may require such that each Lender holds its Pro Rata Share 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 all Advances outstanding after giving effect to all such increase, (A) the representations assignments. On and warranties contained in ARTICLE V and the other Loan Documents are true and correct on and as of the after each Increase Effective Date, except to the extent that such representations Pro Rata Share of each Lender’s participation in Letters of Credit and warranties specifically refer to an earlier date, in which case they are true and correct as Advances from draws under Letters 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) Credit shall be deemed calculated after giving effect to refer to the most recent statements furnished pursuant to Section 6.01(a) and 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 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 2.15each such Commitment Increase. (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 $1,000,000,000the 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, 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 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 Section 6.01(a) and 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 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 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 $1,000,000,000100 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, 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 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 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 Section 6.01(asubsections (a) and 6.01(b(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 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 $1,000,000,0005,000,000,000; 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, for the avoidance of doubt, no such Lender shall have an obligation to so agree) 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 Section 6.01(a) and 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 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 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 $1,000,000,000exceed 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, for the avoidance of doubt, no such Lender shall have an obligation to so agree) 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 42 364-Day Revolving Credit Agreement 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 Section 6.01(a) and 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 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.