Common use of Increase in Commitments Clause in Contracts

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit J, request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (ai) The Borrower Twice per calendar year the Borrowers may, by written notice to the Administrative Agent in substantially the form of Exhibit JAgent, request that the total Commitments Total Revolving Commitment be increased by an aggregate amount not to exceed $1,500,000,000; 25,000,000 in the aggregate for all such increases from the Closing Date until the Maturity Date, provided that no Default or Event of Default has occurred and is continuing at the Borrower may not make more than 3 time of such requestsrequest and on the date of any such increase. Such notice The Administrative Agent shall deliver a copy of such request to each Lender. The Borrowers shall set forth in such request the amount of the requested increase in the Total Revolving Commitment (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountand a minimum amount of $10,000,000) and the date on which such increase is requested to become effective (which shall be not less than 10 days Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be on or at least 360 days prior to the Commitment Termination Maturity Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Revolving Commitment by its applicable Pro Rata Share Revolving Facility Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower Borrowers and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Commitment by all or a portion of the offered amount (each Bank such Lender so agreeing being an “Increasing BankLender”) or decline to increase its Revolving Commitment (and any Bank such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (Revolving Commitment and each Bank Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event thatIf, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphas set forth above, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Commitments by an aggregate amount less than the increase in the Total Revolving Commitment requested by the BorrowerBorrowers, the Borrower Borrowers may arrange for one or more banks or other entities that are Eligible Assignees (any each such bank or other entity Person so agreeing being called an “Augmenting BankLender”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower Borrowers and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Revolving Commitment and/or its status as a Bank Lender with a Revolving Commitment hereunder. Any such increase in the Total Revolving Commitment may be made in an amount that is less than the increase requested by the Borrower Borrowers if the Borrower is Borrowers are unable to arrange for, or chooses choose not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (bii) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, that after giving effect to any increase in the Total Revolving Commitment pursuant to this Section 2.82.1(b), the outstanding Revolving Loans (if any) are held by the Banks Lenders with Revolving Commitments in accordance with their new applicable Pro Rata SharesRevolving Facility Percentages. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, : (iw) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, Borrowings; (iix) by causing the Non-Increasing Banks Lenders to assign portions of their outstanding Loans to Increasing Banks and/or Lenders and Augmenting BanksLenders; (y) by permitting the Borrowings outstanding at the time of any increase in the Total Revolving Commitment pursuant to this Section 2.1(b) to remain outstanding until the last days of the respective Interest Periods therefor, for a consideration that is not less even though the Lenders would hold such Borrowings other than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment in accordance with their new Revolving Facility Percentages; or (iiiz) by any combination of the foregoing. Any prepayment or assignment described in this clause paragraph (bii) shall be subject to Section 6.5, 2.7 hereof but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The No more than two times after the Closing Date but prior to the Termination Date, the Borrower mayshall have the right, at any time and from time to time, by written notice to and in consultation with the Administrative Agent Agent, to request an increase in substantially the form of Exhibit Jaggregate Commitments (each such requested increase, request a “Commitment Increase”), by having one or more existing Lenders increase their respective Commitments then in effect (each, an “Increasing Lender”), by adding as a Lender with a new Commitment hereunder one or more Persons that the total Commitments be increased by are not already Lenders (each, an aggregate amount not to exceed $1,500,000,000“Additional Lender”), or a combination thereof; provided that the Borrower may not make more than 3 (i) any such requests. Such notice shall set forth the amount of the requested increase (which request for a Commitment Increase shall be in a minimum amount of $500,000,000 and in minimum increments 10,000,000 or an integral multiple of $10,000,000 above that amount5,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Commitments shall not exceed $50,000,000 and (z) the date on which such increase is requested to become effective aggregate of all Commitment Increases effected after the Closing Date shall not exceed $20,000,000, and (which iii) no existing Lender shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity obligated to increase its Commitment as a result of any request for a Commitment Increase by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and unless it agrees in its sole discretion to do so. (b) Each Additional Lender must qualify as an Eligible Assignee (the approval of which by the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), ) and the Borrower and each Augmenting Bank that is not an existing Bank Additional Lender shall execute a joinder substantially in the form of Exhibit M or Lender Joinder Agreement together with all such other documentation as the Administrative Agent shall and the Borrower may reasonably specify require, all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the Commitment of such Augmenting Bank’s Commitment and/or Additional Lender and its status as a Bank Lender hereunder. (c) If the aggregate Commitments are increased in accordance with this Section 2.20, the Administrative Agent and the Borrower shall determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Termination Date) and the final allocation of such increase. Any The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase may be made in an amount that is less than and the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting BanksCommitment Increase Date. The Borrower Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall execute an amendment reasonably deem appropriate to Schedule 1 evidencing the revised Commitmentseffect such Commitment Increase. (bd) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to Notwithstanding anything set forth in this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up 2.20 to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoingcontrary, no increase in the aggregate Commitments shall become effective under pursuant to this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 2.20 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.effective unless:

Increase in Commitments. (a) The Borrower Company may, by written notice to the General Administrative Agent in substantially from time to time (which notice the form of Exhibit JGeneral Administrative Agent shall promptly forward to the Lenders), request that the total Commitments Commitment of any Class be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 Incremental Facility Amount at such requeststime. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $500,000,000 and in minimum increments 10,000,000 or equal to the remaining Incremental Facility Amount), the Class or Classes of $10,000,000 above that amount) the requested increase and the date on which such increase is requested to become effective (which shall be not less than 10 days Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Maturity Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender of the affected Class the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of such Class of the proposed increased amount. Each such Bank Lender of the affected Class shall, by notice to the Borrower Company and the General Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the General Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th day after the General Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphAgent’s notice, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the BorrowerCompany, the Borrower Company may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments of the affected Class in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent Agents (which approvals approval shall not be unreasonably withheld or delayedwithheld), and the Borrower Borrowers and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the General Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the Commitments of any Class may be made in an amount that which is less than the increase requested by the Borrower Company if the Borrower Company is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The Borrower maymay on up to two occasions at any time not later than three months prior to the Maturity Date, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount that will not result in the total Commitments under this Agreement exceeding $100,000,000 minus the amount of any reduction of the Commitments pursuant to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requestsSection 2.08. Such notice shall set forth (i) the amount of the requested increase in the total Commitments, (which ii) the name of the Person (who shall be in a minimum bank or other financial institution approved by the Administrative Agent, such approval not to be unreasonably withheld) who has agreed to become a Lender or, if currently a Lender, the amount of $500,000,000 and the increase in minimum increments of $10,000,000 above that amountits Commitment, (iii) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 5 days after the date of such notice and which(iv) the amount of all proposed fees payable to such new or existing Lender, in and (v) any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially proposed increase in the form of Exhibit K, which notice will offer each such Bank Applicable Rate. Any increase in the opportunity Applicable Rate shall be effective as to increase all Loans. Any Lender increasing its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being is herein called an “Increasing Bank”) or decline to increase Lender” and any Lender not increasing its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being is herein called a “Non-Increasing BankLender”). In Each other Person providing all or any portion of the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being increased Commitment is herein called an “Augmenting BankLender”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each . Each Increasing Lender and Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or and its status as a Bank Lender hereunder. Any such increase may be made Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in an amount that is less than the increase requested notice delivered by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to the first sentence of this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penaltyparagraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.8 unless paragraph unless, (i) on the date of such increase, (A) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct and no Default shall have occurred and be continuing or will result from continuing, and the increase in Commitments as set forth herein Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Lenders) documents consistent with those delivered on the preceding Effective Date under clauses (ic) and (iid) have been satisfied of Section 4.01 as to the corporate power and (B) on a historical pro forma basis (authority of the Borrower to borrow hereunder after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentincrease.

Increase in Commitments. (a) The Borrower maySo long as no Default or Event of Default has occurred and is continuing or would result therefrom, by written upon notice to the Administrative Agent in substantially the form of Exhibit JAgent, request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days at any time after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Closing Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for request one or more banks Additional Term A Commitments, one or other entities more Additional Term B Commitments, or one or more Additional Revolving Credit Commitments (any such bank or other entity it being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to understood and agreed that (i) at the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval election of the Administrative Agent (which approvals shall not Borrower, such additional commitments in respect of any term loans may be unreasonably withheld or delayed), and implemented through the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially addition of additional new tranches of such loans instead of being implemented as increases in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower applicable Commitments and (ii) if the Borrower is unable makes such election, the provisions of this Section shall be read in a manner that permits such election to arrange for, or chooses not be implemented; provided that (x) the final maturity date of any such new tranche of term loans shall be no earlier than the Maturity Date for the Term A Loans and (y) the Weighted Average Life to arrange for, Augmenting Banks. The Borrower and Maturity of any such new tranche of term loans shall be no shorter than the Administrative Agent shall execute an amendment remaining Weighted Average Life to Schedule 1 evidencing the revised Commitments. (b) Each Maturity of the parties hereto hereby agrees Term A Loans); provided that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, (i) after giving effect to any increase such addition, the aggregate amount of Additional Term A Commitments, Additional Term B Commitments and Additional Revolving Credit Commitments that have been added pursuant to this Section 2.8, the outstanding Loans 2.14 shall not exceed $150,000,000; (if anyii) are held by the Banks any such addition shall be in accordance with their new applicable Pro Rata Shares. This an aggregate amount of $10,000,000 or any whole multiple of $500,000 in excess thereof (provided that such amount may be accomplished at less than $10,000,000 if such amount represents all remaining availability under the reasonable discretion aggregate limit in respect of the Administrative AgentAdditional Term A Commitments, following consultation with the Borrower, Additional Term B Commitments and Additional Revolving Credit Commitments set forth in clause (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may beproviso), (iii) the Administrative Agent final maturity date of any Additional Term A Loans shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to be no earlier than the Administrative Agent) that (A) each of Maturity Date for the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Term A Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent final maturity date of any Additional Term B Loans shall have received all fees be no earlier than the Maturity Date for the Term B Loans, (v) the weighted average life to maturity of the Additional Term A Loans shall be mutually agreed between no shorter than the remaining weighted average life to maturity of the Term A Loans, (vi) the weighted average life to maturity of the Additional Term B Loans shall be no shorter than the remaining weighted average life to maturity of the Term B Loans, (vii) no Lender shall be required to participate in the Additional Term A Commitments, the Additional Term B Commitments or the Additional Revolving Credit Commitments, (viii) the interest rate and amortization schedule applicable to the Additional Term A Commitments and the Additional Term B Commitments shall be determined by the Borrower and the Administrative Agentlenders thereof and (ix) the Additional Term A Loans and the Additional Term B Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans.

Increase in Commitments. (a) The Borrower mayBorrower, by written notice to the Administrative Agent in substantially the form of Exhibit JAgent, may request that the total Class A Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that the Borrower may aggregate amount by which the Class A Commitments are increased pursuant to this Section shall not make more than 3 such requestsexceed $150,000,000. Such notice shall set forth (i) the amount of the requested increase and (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountii) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent), the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Class A Lender the opportunity to increase its Commitment Class A Commitment, by its applicable Pro Rata Share Applicable Class A Percentage of the proposed increased amount. Each such Bank Class A Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment Class A Commitment, by all or a portion of the offered amount (each Bank Class A Lender so agreeing being an “Increasing BankLender”) or decline to increase its Class A Commitment (and any Bank such Class A Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class A Commitment) (each Bank such Class A Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Class A Lenders shall have agreed pursuant to the preceding sentence to increase their Class A Commitments by an aggregate amount less than the increase in the total Class A Commitments requested by the Borrower, the Borrower may may, at its expense, arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankClass A Lender, to extend Bank Class A Commitments or increase their existing Class A Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Class A Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), and the Borrower ) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Class A Commitment and/or its status as a Bank Class A Lender hereunder. Any such increase in the total Class A Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the “Increase Effective Date”) of any increase in the parties hereto hereby agrees that Class A Commitments pursuant to this Section 2.22 (the Administrative Agent may take “Commitment Increase”), if any Class A Revolving Loans are outstanding, the Borrower (i) shall prepay all Class A Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and all actions as may (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class A Revolving Loans in accordance with this Agreement, which Class A Revolving Loans shall be reasonably necessary to ensure that, made by the Class A Lenders ratably in accordance with their respective Applicable Class A Percentage (calculated after giving effect to any increase the Class A Commitment Increase); provided that such prepayment of Class A Revolving Loans pursuant to this Section 2.8, paragraph shall not be required if such Class A Commitment Increase is effected entirely by ratably increasing the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion Class A Commitments of the Administrative Agent, following consultation with the Borrower, existing Class A Lenders. The payments made pursuant to clause (i) by requiring the outstanding Loans to be prepaid with the proceeds above in respect of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) each Eurodollar Loan shall be subject to Section 6.52.15. (c) Increases and new Class A Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, but shall otherwise each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be without premium necessary or penalty. appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class A Commitments (or in the Class A Commitment of any Class A Lender) or addition of a new Class A Lender shall become effective under this Section 2.8 unless (i) on the effective date of such increase, (A) no Default the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made executed by the Borrower in Section 8 shall be true and correct on and as a Financial Officer of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date)Borrower, (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Class A Lenders) documents consistent with those delivered on the preceding Restatement Effective Date under clauses (ic) and (iid) have been satisfied of Section 6 of the Amendment and (B) on a historical pro forma basis (Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the incurrence of Restatement Effective Date already contemplate an increase in an amount at least equal to the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day amount of such fiscal quarter increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class A Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the Administrative Agent ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentat least 1.75:1.00.

Increase in Commitments. (a) The Borrower Lenders on the Closing Date shall be the Lenders set forth on Schedule 2.01. (b) At any time after the Closing Date through November , 2007, but in no event more than three (3) times, Administrative Agent may, from time to time at the request of Borrower, increase the Aggregate Commitments by written notice (i) admitting additional Lenders hereunder (each a “Subsequent Lender”), or (ii) increasing the Commitment of any Lender (each an “Increasing Lender”), subject to the following conditions: (A) each Subsequent Lender is an Eligible Assignee; (B) Borrower executes (1) a new Note payable to the order of a Subsequent Lender, if requested, (2) a replacement Note payable to the order of an Increasing Lender if such Increasing Lender previously received a Note, or (3) a new Note payable to the order of an Increasing Lender if such Increasing Lender never received a Note, if requested; (C) each Subsequent Lender executes and delivers to Administrative Agent a signature page to this Agreement; (D) each Increasing Lender acknowledges in substantially writing to Administrative Agent and Borrower the form increase in its Commitment; (E) after giving effect to the admission of Exhibit Jany Subsequent Lender or the increase in the Commitment of any Increasing Lender, request that the total Commitments be increased by an aggregate amount Aggregate Commitment does not to exceed $1,500,000,000; provided that 250,000,000; (F) the Borrower may not make more than 3 such requests. Such notice shall set forth increase in the amount of the requested increase (which Aggregate Commitment shall be in a minimum amount of $500,000,000 and in minimum increments 5,000,000; (G) no admission of $10,000,000 above that amount) and any Subsequent Lender shall increase the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after Commitment of any existing Lender without the date written consent of such notice Lender; (H) no Default or Event of Default exists; (I) the amount of all increases in the Aggregate Commitments pursuant to this Section 2.14 shall not exceed $100,000,000 in the aggregate; and (J) Borrower shall have paid to Administrative Agent and which, Arranger all fees payable in connection with the increase in the Aggregate Commitments. After the admission of any event, must be on Subsequent Lender or prior to the increase in the Commitment Termination Date). Upon the receipt of such request by the Administrative Agentany Increasing Lender, the Administrative Agent shall give notice promptly provide to each Bank substantially Lender and to Borrower a new Schedule 2.01 to this Agreement. In the event that there are any Borrowings outstanding after giving effect to an increase in the form Aggregate Commitments pursuant to this Section 2.14, upon notice from Administrative Agent to each Lender, the amount of Exhibit K, which notice will offer such Borrowings owing to each such Bank Lender shall be appropriately adjusted to reflect the opportunity to increase its Commitment by its applicable new Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed)Lenders, and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take pay any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, amounts required pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent3.05.

Increase in Commitments. (a) The Borrower mayshall have the right at any time, by written notice but in no event more than once in any consecutive twelve month period, to increase the Administrative Agent aggregate Commitments in substantially the form integral multiples of Exhibit J, request that the total Commitments be increased by an aggregate amount $10,000,000 but not to exceed $1,500,000,000; provided that 50,000,000 in the Borrower may not make aggregate by adding to this Agreement one or more than 3 such requests. Such notice shall set forth the amount of the requested increase other Eligible Assignees (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and may include any Lender (with the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date consent of such notice and whichLender)) (each such Eligible Assignee, in any eventan “Additional Lender”), must be on or prior to with the Commitment Termination Date). Upon the receipt approval of such request by the Administrative Agent, the Administrative Agent (not to be unreasonably withheld), each of which Additional Lenders shall give notice promptly to each Bank substantially have entered into an agreement in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice and substance satisfactory to the Borrower and the Administrative Agent substantially pursuant to which such Additional Lender shall undertake a Commitment (if any such Additional Lender is a Lender, its Table of Contents Commitment shall be in addition to such Lender’s Commitment hereunder) which such Commitment shall be in an amount at least equal to (i) for each Additional Lender that is not a Lender, $10,000,000 or a larger integral multiple of $1,000,000 and (ii) for each Additional Lender that is a Lender, an amount equal to the form product of Exhibit L(A) such Lender’s proposed total increase in its Commitment and (B) such increase over the aggregate proposed increases of all the Lenders’ Commitments (but in no event shall such Lender’s Commitment be increased in an amount greater than its proposal), given not more than 10 days after and upon the effectiveness of such agreement (the date of the Administrative Agent’s notice, either agree effectiveness of any such agreement being hereinafter referred to increase its as the “Increased Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing BankDate”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days Additional Lender shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being thereupon become a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence Lender” for all purposes of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penaltyAgreement. Notwithstanding the foregoing, no the increase in the aggregate Commitments shall become effective under hereunder pursuant to this Section 2.8 unless 2.04(c) shall be effective only if: (i) on the date Borrower shall have given the Administrative Agent notice of any such increase, increase at least three Business Days prior to any such Increased Commitment Date; (Aii) no Default or Event of Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase notice referred to in Commitments with the same force foregoing clause (i) or on the Increased Commitment Date; (iii) no Advances shall be outstanding hereunder and effect as if made no Notice of Borrowing shall have been given, in each case, on and as of any such Increased Commitment Date; (iv) there shall have been no reduction of the Commitments pursuant to Section 2.04(a) hereof on or prior to any such Increased Commitment Date; and (v) on the date of the notice referred to in clause (unless stated to relate solely to an earlier datei) above and on the Increased Commitment Date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to Rating is at or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower above Baa2 and the Administrative AgentStandard & Poor’s Rating is at or above BBB.

Increase in Commitments. (a) The Borrower Company may, at any time after the Closing Date by written notice to the Administrative Agent Agent, propose an increase in substantially the form of Exhibit J, request that the total L/C Tranche Commitments be increased or RC Tranche Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment of the applicable Class then in effect (each an aggregate amount “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment of the applicable Class hereunder (each an “Assuming Lender”), in each case, with the approval of the Administrative Agent (not to exceed $1,500,000,000be unreasonably withheld); provided that the Borrower may not make more than 3 such requestseach Assuming Lender with a L/C Tranche Commitment shall be a NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank. Such notice shall set forth specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the Class of the Commitments which is being increased, (iii) the amount of the requested increase Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountiv) and the date on which such increase Commitment Increase is requested to become be effective (a “Commitment Increase Date”) (which shall be not less than 10 days nor more than 60 days a Business Day at least five Business Days after the date delivery of such notice and which, in any event, must be on or 30 days prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Each Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank Increase shall be subject to the prior written approval of following additional conditions: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum amount of at least $25,000,000; (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments.of at least $25,000,000; (biii) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, immediately after giving effect to any increase pursuant to this Section 2.8Commitment Increase, the outstanding Loans total Commitments hereunder shall not exceed $3,500,000,000; (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (Aiv) no Default shall have has occurred and be is continuing on the relevant Commitment Increase Date or will shall result from the increase in Commitments as set forth herein and any Commitment Increase; and (Bv) the representations and warranties made by of the Borrower Loan Parties set forth in Section 8 this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the date of the increase in Commitments with the same force and effect relevant Commitment Increase Date as if made on and as of such date (unless or, if any such representation or warranty is expressly stated to relate solely to an earlier have been made as of a specific date, in which case such representations and warranties shall be true and correct in all respects as of such earlier specific date). Each Commitment Increase (and the increase of the applicable Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its applicable Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans of the applicable Class then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans of such Class made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of at such Borrower’s Index Debt option in accordance with this Agreement, such Borrower may request to borrow new Loans of such Class from all the relevant Lenders (including, if applicable, any Assuming Lender) such that, after giving effect as thereto, the Loans of such Class are held ratably by the Effective Date relevant Lenders in accordance with their respective Commitments of such Class (after giving effect to such Commitment Increase). Notwithstanding anything herein to the incurrence of the Commitment increase or Loanscontrary, as the case may be), (iii) the Administrative Agent no Lender shall have received a compliance certificate certifying any obligation to agree to increase any of its Commitments hereunder and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory any election to the Administrative Agent) that (A) each of the conditions set forth do so shall be in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day sole discretion of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative AgentLender.

Increase in Commitments. (a) The Borrower Company may, at any time after the Closing Date by written notice to the Administrative Agent Agent, propose an increase in substantially the form of Exhibit J, request that the total L/C Tranche Commitments be increased or RC Tranche Commitments hereunder (each such proposed increase being a “Commitment Increase”) either by having a Lender increase its Commitment of the applicable Class then in effect (each an aggregate amount “Increasing Lender”) or by having a Person which is not then a Lender become a party hereto as a Lender with a new Commitment of the applicable Class hereunder (each an “Assuming Lender”), in each case, with the approval of the Administrative Agent (not to exceed $1,500,000,000be unreasonably withheld); provided that the Borrower may not make more than 3 such requestseach Assuming Lender with a L/C Tranche Commitment shall be a NAIC Approved Bank or any other Person which shall have in effect a Confirming Bank Agreement or Limited Fronting Lender Agreement, in each case, with a Person or Lender, as applicable, which is a NAIC Approved Bank. Such notice shall set forth specify (i) the name of each Increasing Lender and/or Assuming Lender, as applicable, (ii) the Class of the Commitments which is being increased, (iii) the amount of the requested increase Commitment Increase and the portion thereof being committed to by each such Increasing Lender or Assuming Lender and (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountiv) and the date on which such increase Commitment Increase is requested to become be effective (a “Commitment Increase Date”) (which shall be not less than 10 days nor more than 60 days a Business Day at least five Business Days after the date delivery of such notice and which, in any event, must be on or 30 days prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Each Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank Increase shall be subject to the prior written approval of following additional conditions: (i) unless the Administrative Agent otherwise agrees, the Commitment of any Assuming Lender as part of any Commitment Increase shall be in a minimum amount of at least $25,000,000; (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as ii) unless the Administrative Agent otherwise agrees, each Commitment Increase shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments.of at least $25,000,000; (biii) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, immediately after giving effect to any increase pursuant to this Section 2.8Commitment Increase, the outstanding Loans total Commitments hereunder shall not exceed $4,500,000,000; (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (Aiv) no Default shall have has occurred and be is continuing on the relevant Commitment Increase Date or will shall result from the increase in Commitments as set forth herein and any Commitment Increase; and (Bv) the representations and warranties made by of the Borrower Loan Parties set forth in Section 8 this Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of such representations and warranties qualified as to materiality, in all respects) on and as of the date of the increase in Commitments with the same force and effect relevant Commitment Increase Date as if made on and as of such date (unless or, if any such representation or warranty is expressly stated to relate solely to an earlier have been made as of a specific date, in which case such representations and warranties shall be true and correct in all respects as of such earlier specific date). Each Commitment Increase (and the increase of the applicable Commitment of each Increasing Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of (a) a certificate of a Responsible Officer stating that the conditions with respect to such Commitment Increase under this Section have been satisfied and (b) an agreement, in form and substance satisfactory to the Company and the Administrative Agent, pursuant to which, effective as of such Commitment Increase Date, each such Increasing Lender and/or such Assuming Lender, as applicable, shall provide its Commitment (or an increase of its applicable Commitment, as applicable), duly executed by each such Lender and the Borrowers and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each such Increasing Lender and/or Assuming Lender, together with such certificate of such Responsible Officer, the Administrative Agent shall record the information contained in such agreement in the Register and give prompt notice of the relevant Commitment Increase to the Company and the Lenders (including, if applicable, each Assuming Lender). On each Commitment Increase Date, if there are Loans of the applicable Class then outstanding, each applicable Borrower shall simultaneously (i) prepay in full the outstanding Loans of such Class made to such Borrower immediately prior to giving effect to the relevant Commitment Increase in accordance with Section 2.08 and (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of at such Borrower’s Index Debt option in accordance with this Agreement, such Borrower may request to borrow new Loans of such Class from all the relevant Lenders (including, if applicable, any Assuming Lender) such that, after giving effect as thereto, the Loans of such Class are held ratably by the Effective Date relevant Lenders in accordance with their respective Commitments of such Class (after giving effect to such Commitment Increase). Notwithstanding anything herein to the incurrence of the Commitment increase or Loanscontrary, as the case may be), (iii) the Administrative Agent no Lender shall have received a compliance certificate certifying any obligation to agree to increase any of its Commitments hereunder and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory any election to the Administrative Agent) that (A) each of the conditions set forth do so shall be in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day sole discretion of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative AgentLender.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JBanks), request that the total Commitments be increased by an amount not less than $25,000,000 for any such increase and not greater than $250,000,000 minus the aggregate amount not to exceed $1,500,000,000; provided that of prior or simultaneous increases of the Borrower may not make more than 3 such requestsCommitments under this Agreement and the 364-Day Agreement. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 45 days nor or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 20 days after the date of the Administrative Agent’s Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”"INCREASING BANK") or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 20 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non"NON-Increasing Bank”INCREASING BANK"). In the event that, on the 10th 20th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this paragraph (a) being called an “Augmenting Bank”"AUGMENTING BANK"), which may include any Bank, to extend Bank Commitments or increase their its existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank, if not already a Bank that is not an existing Bank -------- hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), and the Borrower withheld) and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or and its status as a Bank hereunder. Any such increase may be made Increases and new Commitments created pursuant to this paragraph (a) shall become effective on the date specified in an amount that is less than the increase requested notice delivered by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to the first sentence of this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penaltyparagraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Bank) shall become effective under this Section 2.8 unless paragraph unless, (i) on the date of such increase, the conditions set forth in paragraphs (Ab) no Default and (c) of Section 3.02 shall be satisfied and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from executed by a Financial Officer of the increase in Commitments as set forth herein Borrower, and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received (with sufficient copies for each of the Banks) documents consistent with those delivered under clauses (b) and (c) of Section 3.01 as to the corporate power and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase. (b) On the effective date (the "INCREASE EFFECTIVE DATE") of any increase in the total Commitments pursuant to paragraph (a) above (the "COMMITMENT INCREASE"), (i) the aggregate principal amount of the Loans outstanding (the "INITIAL LOANS") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Bank and each Augmenting Bank that shall have been a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory Bank prior to the Commitment Increase shall pay to the Administrative Agent) that Agent in same day funds an amount equal to the difference between (A) each the product of the conditions set forth in the preceding clauses (i1) and such Bank's Applicable Percentage (ii) have been satisfied and (B) on a historical pro forma basis (calculated after giving effect to the incurrence Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Bank's Applicable Percentage (calculated without giving effect to the Commitment increase or Increase) multiplied by (2) the amount of the Initial Loans, as (iii) each Augmenting Bank that shall not have been a Bank prior to the case may beCommitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) as such Augmenting Bank's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the last day of the most recently completed Fiscal Quarter with respect to whichSubsequent Borrowings, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall have received all fees pay to be mutually agreed each Non- Increasing Bank the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Bank's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Bank's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (v) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "SUBSEQUENT BORROWINGS") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans in the currency or currencies, and of the types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative AgentAgent in accordance with Section 2.02, (vi) each Non-Increasing Bank, each Increasing Bank and each Augmenting Bank shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Bank and each Non-Increasing Bank any and all accrued but unpaid interest on the Initial Loans.

Increase in Commitments. (a) The Borrower After the Closing Date, Administrative Agent may, from time to time upon five (5) Business Days prior notice by written notice Borrower of a request to increase the Aggregate Commitments, increase the Aggregate Commitments by (x) admitting additional Lenders hereunder (each a “Subsequent Lender”), or (y) increasing the Commitment of any Lender (each an “Increasing Lender”), subject to the Administrative Agent following conditions: (i) each Subsequent Lender is an Eligible Assignee; (ii) Borrower executes (A) a new Note payable to the order of a Subsequent Lender, if requested by such Subsequent Lender, or (B) a replacement Note payable to the order of an Increasing Lender, if requested by such Increasing Lender; (iii) each Subsequent Lender executes a signature page to this Agreement; (iv) after giving effect to the admission of any Subsequent Lender or the increase in substantially the form Commitment of Exhibit Jany Increasing Lender, request that the total Aggregate Commitments be increased by an aggregate amount do not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth 1,500,000,000 (less the amount of any previous reduction pursuant to Section 2.06); (v) each increase in the requested increase (which Aggregate Commitments shall be in a the minimum amount of $500,000,000 and in minimum increments 5,000,000 or a greater integral multiple of $10,000,000 above that amount1,000,000; (vi) and no admission of any Subsequent Lender shall increase the date on which Commitment of any existing Lender without the consent of such increase is requested to become effective existing Lender; (which vii) no Lender shall be not less than 10 days nor more than 60 days after an Increasing Lender without the date consent of such notice and which, in any event, must be on Lender; and (viii) no Default or prior Event of Default exists nor would occur after giving effect to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitmentsincrease. (b) Each After the admission of any Subsequent Lender or the parties hereto hereby agrees that increase in the Commitment of any Increasing Lender, Administrative Agent may take shall promptly provide to each Lender a new Schedule 2.01 to this Agreement. In the event that there are any and all actions as may be reasonably necessary to ensure that, Loans outstanding after giving effect to any an increase in the Aggregate Commitments pursuant to this Section 2.82.15, upon notice from Administrative Agent to each Lender, the outstanding amount of such Loans owing to each Lender shall be appropriately adjusted to reflect the new Applicable Percentages of the Lenders (if anyin which case Borrower shall pay any amounts required under Section 3.05). (c) are held by The foregoing increase in the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished Aggregate Commitments may, at the reasonable discretion option of Borrower be in the form of an increase of the Administrative Agent, following consultation with revolving credit facility as currently set forth hereunder or the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds issuance of a new Loan, term loan facility hereunder (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment ) provided, in the case of any term loan facility, the Loan Parties shall execute and deliver, or assignment described in cause to be delivered one or more supplements or amendments to this Agreement and other Loan Documents as Administrative Agent and Lenders under such term loan facility may require to evidence such term loan facility, which supplements shall be executed by the Loan Parties and Administrative Agent and Lenders under such term loan facility and not by any Lenders who only have Commitments to make revolving Loans hereunder, provided that any amendments and supplements to this Agreement under this clause (bc) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase are approved in the Commitments shall become effective under this Section 2.8 unless accordance with clause (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant second proviso to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent11.01.

Increase in Commitments. (aA) The Borrower mayBorrower, by written notice to the Administrative Agent in substantially the form of Exhibit JAgent, may request that the total Class D Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that the Borrower may aggregate amount by which the Class D Commitments are increased pursuant to this Section shall not make more than 3 such requestsexceed $150,000,000. Such notice shall set forth (i) the amount of the requested increase and (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountii) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent), the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Class D Lender the opportunity to increase its Commitment Class D Commitment, by its applicable Pro Rata Share Applicable Class D Percentage of the proposed increased amount. Each such Bank Class D Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment Class D Commitment, by all or a portion of the offered amount (each Bank Class D Lender so agreeing being an “Increasing BankLender”) or decline to increase its Class D Commitment (and any Bank such Class D Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class D Commitment) (each Bank such Class D Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Class D Lenders shall have agreed pursuant to the preceding sentence to increase their Class D Commitments by an aggregate amount less than the increase in the total Class D Commitments requested by the Borrower, the Borrower may may, at its expense, arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankClass D Lender, to extend Bank Class D Commitments or increase their existing Class D Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Class D Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), and the Borrower ) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Class D Commitment and/or its status as a Bank Class D Lender hereunder. Any such increase in the total Class D Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (bB) Each On the effective date (the “Increase Effective Date”) of any increase in the parties hereto hereby agrees that Class D Commitments pursuant to this Section 2.22 (the Administrative Agent may take “Commitment Increase”), if any Class D Revolving Loans are outstanding, the Borrower (i) shall prepay all Class D Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and all actions as may (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class D Revolving Loans in accordance with this Agreement, which Class D Revolving Loans shall be reasonably necessary to ensure that, made by the Class D Lenders ratably in accordance with their respective Applicable Class D Percentage (calculated after giving effect to any increase the Class D Commitment Increase); provided that such prepayment of Class D Revolving Loans pursuant to this Section 2.8, paragraph shall not be required if such Class D Commitment Increase is effected entirely by ratably increasing the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion Class D Commitments of the Administrative Agent, following consultation with the Borrower, existing Class D Lenders. The payments made pursuant to clause (i) by requiring the outstanding Loans to be prepaid with the proceeds above in respect of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) each Eurodollar Loan shall be subject to Section 6.52.15. (C) Increases and new Class D Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, but shall otherwise each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be without premium necessary or penalty. appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (D) Notwithstanding the foregoing, no increase in the total Class D Commitments (or in the Class D Commitment of any Class D Lender) or addition of a new Class D Lender shall become effective under this Section 2.8 unless (i) on the effective date of such increase, (A) no Default the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made executed by the Borrower in Section 8 shall be true and correct on and as a Financial Officer of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date)Borrower, (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Class D Lenders) documents consistent with those delivered on the preceding Restatement Effective Date under clauses (ie) and (iig) have been satisfied of Section 6 of the Amendment and (B) on a historical pro forma basis (Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the incurrence of Restatement Effective Date already contemplate an increase in an amount at least equal to the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day amount of such fiscal quarter increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class D Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000 and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentno Default exists or would exist after giving effect thereto.

Increase in Commitments. (a) The Borrower Company may, by written notice to the General Administrative Agent in substantially from time to time (which notice the form of Exhibit JGeneral Administrative Agent shall promptly forward to the Lenders), request that the total Commitments Commitment of any Class be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 Incremental Facility Amount at such requeststime. Such notice shall set forth the amount of the requested increase (which shall be in minimum increments of $1,000,000 and a minimum amount of $500,000,000 and in minimum increments 10,000,000 or equal to the remaining Incremental Facility Amount), the Class or Classes of $10,000,000 above that amount) the requested increase and the date on which such increase is requested to become effective (which shall be not less than 10 days Business Days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Maturity Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender (other than a Defaulting Lender) of the affected Class the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of such Class of the proposed increased amount. Each such Bank Lender (other than a Defaulting Lender) of the affected Class shall, by notice to the Borrower Company and the General Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the General Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th day after the General Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraphAgent’s notice, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the BorrowerCompany, the Borrower Company may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting BankLender”), which may include any BankLender (other than a Defaulting Lender), to extend Bank Commitments or increase their existing Commitments of the affected Class in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent Agents (which approvals approval shall not be unreasonably withheld or delayedwithheld), and the Borrower Borrowers and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the General Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the Commitments of any Class may be made in an amount that which is less than the increase requested by the Borrower Company if the Borrower Company is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The Borrower mayProvided that no Default or Event of Default shall then exist, by written upon notice to to, and with the consent of, the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time increase the Aggregate Commitment Amount by (i) requesting that one or more Lenders increase its or their respective Commitments or (ii) inviting one or more additional financial institutions to become Lenders party to the Agreement and to provide additional Commitments hereunder, provided that, in substantially either case, the form of Exhibit J, request that Borrower shall not exercise its rights under this Section 2.04 on more than three separate occasions and the total Commitments minimum amount by which the Aggregate Commitment Amount shall be increased by shall not be less than $75,000,000 (unless the excess of the Maximum Commitment Amount over the Aggregate Commitment Amount in effect immediately prior to any such increase in Commitments is less than $75,000,000, in which case the Borrower may request an aggregate increase in the amount not to exceed $1,500,000,000; of such excess), and further provided that the Borrower Aggregate Commitment Amount after giving effect to any such increase shall not exceed the Maximum Commitment Amount. For the avoidance of doubt, it is agreed that the Administrative Agent may not make more than 3 such requests. Such notice shall set forth withhold its consent to the Borrower’s exercise of the foregoing right as to any particular existing Lender or additional Lender based on the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on existing Lender’s or prior to the additional Lender’s Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of or the Administrative Agent’s noticeassessment of the credit worthiness of such existing Lender or additional Lender. (b) If the Borrower has requested that all of the Lenders increase their respective Commitments pro rata, either agree the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond to such request (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 the specified time period whether or not such Lender agrees to increase its respective Commitment and, if so, whether by all an amount equal to, greater than, or a portion less than its Applicable Percentage of such requested increase in the offered amount Aggregate Commitment Amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its based on the Aggregate Commitment (and any Bank that does Amount then in effect). Any Lender not deliver such a notice responding within such specified time period of 10 days shall be deemed to have declined to increase its respective Commitment. Anything herein contained to the contrary notwithstanding, no Lender shall have any obligation whatsoever to increase its respective Commitment hereunder and the Borrower shall have no obligation to request a pro rata increase in the Commitments of all Lenders or to offer to increase the Commitment of any particular Lender. The consent of the Lenders shall not be required in order for any Lender to increase its Commitment or for one or more additional financial institutions to become Lenders party to the Agreement and to provide additional Commitments pursuant to this Section 2.04. (c) If the Aggregate Commitment Amount is increased in accordance with this Section 2.04, the Administrative Agent and the Borrower shall determine the effective date of such increase (each Bank so declining or being deemed to have declined being a the “Non-Increasing BankAdditional Commitment Effective Date”). In The Administrative Agent and the event thatBorrower shall promptly notify the Lenders of the final allocation of such increase and the Additional Commitment Effective Date. Each existing Lender that increases its Commitment and each additional Lender, on if any, and the 10th day after Borrower shall execute and deliver to the Administrative Agent (which the Administrative Agent shall have delivered also execute to acknowledge its acceptance thereof) a notice pursuant certificate substantially in the form of Exhibit C hereto (an “Additional Commitment Certificate”). Upon receipt by the Administrative Agent of Additional Commitment Certificates from existing Lenders or additional Lenders, if any, in an amount sufficient to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than effectuate the increase requested by the Borrower, : (1) the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank Aggregate Commitment Amount shall be subject to the prior written approval of the Administrative Agent increased, (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as 2) the Administrative Agent shall reasonably specify amend and distribute to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent Lenders a revised Schedule 2.01 adding or amending, as applicable, the Commitment(s) of any Lender executing the Additional Commitment Certificate and the increased Aggregate Commitment Amount (which shall execute an amendment be deemed incorporated into, and made a part of, this Agreement), (3) each additional Lender shall be deemed to Schedule 1 evidencing the revised Commitments. (b) Each be a party in all respects as of the parties hereto hereby agrees Additional Commitment Effective Date to this Agreement and the other Loan Documents to which the Lenders are party and (4) upon the Additional Commitment Effective Date, any increasing or additional Lender party to the Additional Commitment Certificate shall purchase from each of the (other) Lenders party to the Agreement immediately prior to the Additional Commitment Effective Date a pro rata portion of all outstanding Loans (and participation interests in Letters of Credit) of each such (other) Lender such that the Administrative Agent may take each Lender (including any additional Lender, if any) shall hold its ratable share of all outstanding Loans (and all actions as may be reasonably necessary to ensure that, participation interests in Letters of Credit) after giving effect to its increased or additional Commitment and the resulting increase in the Aggregate Commitment Amount, provided that the Borrower shall pay any increase pursuant amounts due under Section 2.16 to this the extent that any such purchase gives rise to the costs indemnified thereby, and any other amounts due under Section 2.89.03. (d) As a condition precedent to such increase, the outstanding Loans (if any) are held by Borrower shall deliver to the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion Administrative Agent a certificate dated as of the Administrative Agent, following consultation with Additional Commitment Effective Date (in sufficient copies for each Lender) signed by an officer of the Borrower, Borrower (i) certifying and attaching the resolutions adopted by requiring the outstanding Loans Borrower approving or consenting to be prepaid with the proceeds of a new Loansuch increase, (ii) by causing Non-Increasing Banks to assign portions including a certificate of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as the type described in Section 5.01(c) demonstrating pro forma compliance with Section 6.09 after giving effect to such Loans up to the effective date of such assignment or increase and (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject certifying that, before and after giving effect to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower contained in Section 8 shall be Article III are true and correct on and as of the date Additional Commitment Effective Date and no Default or Event of the increase Default exists. The Borrower shall execute and deliver replacement Notes if requested in Commitments accordance with the same force and effect as if made on and as of Section 2.10(e) reflecting such date (unless stated to relate solely to an earlier dateLender’s Commitment, in which case such representations and warranties Notes shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect dated as of the Effective Date date of this Agreement. (after giving effect e) This Section shall supersede any provision in Section 9.02 to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentcontrary.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JBanks), request that the total Commitments be increased by an amount not less than $25,000,000 for any such increase and not greater than $250,000,000 minus the aggregate amount not to exceed $1,500,000,000; provided that of prior or simultaneous increases of the Borrower may not make more than 3 such requestsCommitments under this Agreement and the Multi-Year Agreement. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 45 days nor or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 20 days after the date of the Administrative Agent’s Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”"INCREASING BANK") or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 20 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non"NON-Increasing Bank”INCREASING BANK"). In the event that, on the 10th 20th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this paragraph (a) being called an “Augmenting Bank”"AUGMENTING BANK"), which may include any Bank, to extend Bank Commitments or increase their its existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank, if not already a Bank that is not an existing Bank hereunder, shall be -------- subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), and the Borrower withheld) and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or and its status as a Bank hereunder. Any such increase may be made Increases and new Commitments created pursuant to this paragraph (a) shall become effective on the date specified in an amount that is less than the increase requested notice delivered by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to the first sentence of this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penaltyparagraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Bank) shall become effective under this Section 2.8 unless paragraph unless, (i) on the date of such increase, the conditions set forth in paragraphs (Ab) no Default and (c) of Section 3.02 shall be satisfied and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from executed by a Financial Officer of the increase in Commitments as set forth herein Borrower, and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received (with sufficient copies for each of the Banks) documents consistent with those delivered under clauses (b) and (c) of Section 3.01 as to the corporate power and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase. (b) On the effective date (the "INCREASE EFFECTIVE DATE") of any increase in the total Commitments pursuant to paragraph (a) above (the "COMMITMENT INCREASE"), (i) the aggregate principal amount of the Loans outstanding (the "INITIAL LOANS") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Bank and each Augmenting Bank that shall have been a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory Bank prior to the Commitment Increase shall pay to the Administrative Agent) that Agent in same day funds an amount equal to the difference between (A) each the product of the conditions set forth in the preceding clauses (i1) and such Bank's Applicable Percentage (ii) have been satisfied and (B) on a historical pro forma basis (calculated after giving effect to the incurrence Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Bank's Applicable Percentage (calculated without giving effect to the Commitment increase or Increase) multiplied by (2) the amount of the Initial Loans, as (iii) each Augmenting Bank that shall not have been a Bank prior to the case may beCommitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) as such Augmenting Bank's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the last day of the most recently completed Fiscal Quarter with respect to whichSubsequent Borrowings, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall have received all fees pay to be mutually agreed each Non- Increasing Bank the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Bank's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Bank's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (v) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "SUBSEQUENT BORROWINGS") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans in the currency or currencies, and of the types and for the Interest Periods specified in a Notice of Borrowing delivered to the Administrative Agent.Agent in accordance with Section 2.02, (vi) each Non-Increasing Bank, each Increasing Bank and each Augmenting Bank shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and

Increase in Commitments. (a) The Borrower maymay at any time and from time to time, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form Lenders) given not earlier than the 60th day following the Effective Date and not later than the third anniversary of Exhibit Jthe Effective Date, request that the total Commitments be increased by an aggregate amount not to exceed greater than $1,500,000,000; provided that the Borrower may not make more than 3 such requests500,000,000. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 45 days nor or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Participation Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 20 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being called an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 20 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being called a “Non-Increasing BankLender”). No Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender. In the event that, on the 10th 20th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks Lenders or other entities financial institutions (any such bank Lender or other entity financial institution referred to in this paragraph (a) being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), and the Borrower withheld) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or and its status as a Bank Lender hereunder. Any such increase may be made Increases and new Commitments created pursuant to this paragraph (a) shall become effective on the date specified in an amount that is less than the increase requested notice delivered by the Borrower if pursuant to the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitmentsfirst sentence of this paragraph. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.8 unless paragraph (a) above unless, (i) on the date of such increase, the conditions set forth in paragraphs (Ab) no Default and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing executed by the President, a Vice-President or will result from a Financial Officer of the increase in Commitments as set forth herein Borrower, and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received documents consistent with those delivered under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase. (c) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to paragraph (a) above (the “Commitment Increase”), (i) the aggregate principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory Lender prior to the Commitment Increase shall pay to the Administrative Agent) that Agent in same day funds an amount equal to the difference between (A) each the product of the conditions set forth in the preceding clauses (i1) and such Lender’s Participation Percentage (ii) have been satisfied and (B) on a historical pro forma basis (calculated after giving effect to the incurrence Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Participation Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender’s Participation Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender’s Participation Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender’s Participation Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment increase or Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Participation Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans, as . The deemed payments made pursuant to clause (i) above shall be subject to compensation by the case may be) as Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative AgentInterest Period relating thereto.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit JAgent, request (each such request, a “Commitment Increase Request”) that the total Commitments Total Commitment be increased by an aggregate amount not to exceed $1,500,000,000; 25,000,000 such that the aggregate Total Commitment is not more than $100,000,000 after giving effect to all such increases from the Amendment No. 2 Effective Date until one year prior to the Facility Termination Date, provided that no Default or Event of Default has occurred and is continuing at the time of such Commitment Increase Request and on the date of any such increase. The Administrative Agent shall deliver a copy of such Commitment Increase Request to each Lender. The Borrower may not make more than 3 such requests. Such notice shall set forth in such Commitment Increase Request the amount of the requested increase in the Total Commitment (which shall be in a minimum amount of $500,000,000 5,000,000 and in minimum increments thereafter of $10,000,000 above that amount5,000,000) and the date on which such increase is requested to become effective (which date shall be not less than 10 days 20 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be on or at least 385 days prior to the Commitment Facility Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Commitment Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days Business Days after the date of delivery by the Administrative AgentAgent of the Borrower’s noticeCommitment Increase Request, either agree to increase its Commitment by all or a portion of the offered amount (each Bank such Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank such Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Commitment) (Commitment and each Bank Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In If at the event thatend of the 10 Business Day period referred to above there are any Non-Increasing Lenders, on the 10th day after the Administrative Agent shall have delivered offer to each Increasing Lender the opportunity to increase its Commitment by all or a notice pursuant to portion of the second sentence remaining amount of this paragraphthe requested increase that the Non-Increasing Lenders did not accept and, the if such Increasing Banks shall have agreed pursuant to the preceding sentence Lenders offer to increase their Commitments by an aggregate amount less more than the increase requested by the Borrowersuch remaining amount, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence allocate such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any remaining amount among such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) Lenders on a historical pro forma rata basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of based upon each such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.Lender’s

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit JAgent, request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 Incremental Amount at such requeststime. Upon the receipt of such request by the Agent, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase in the Commitments (which shall be (i) in minimum increments of $1,000,000 and a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount25,000,000 or (ii) equal to the remaining Incremental Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days Business Days nor more than 60 days 90 Business Days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Maturity Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days Business Days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th day Business Day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent Agent, the Swingline Lender and the Issuing Lender (which approvals shall not be unreasonably withheld or delayed), withheld) and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Commitments pursuant to this Section 2.82.20, the outstanding Revolving Loans (if any) are held by the Banks Lenders in accordance with their new applicable Pro Rata SharesApplicable Percentages. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new LoanBorrowing, (ii) by causing Non-Increasing Banks Lenders to assign portions of their outstanding Revolving Loans to Increasing Banks and/or Lenders and Augmenting BanksLenders, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause paragraph (b) shall be subject to Section 6.52.15, but shall otherwise be without premium or penalty. . (c) Notwithstanding the foregoing, no increase in the Commitments or addition of a new Lender shall become effective under this Section 2.8 unless 2.20 unless, (i) no Default shall have occurred or be continuing or would exist after giving effect to such increase, (ii) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as conditions set forth herein in paragraphs (a) and (Bb) the representations and warranties made by the Borrower in of Section 8 4.02 shall be true satisfied and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying to that effect dated such date and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each executed by a Financial Officer of the conditions set forth in Borrower, (iii) upon reasonable request by the preceding clauses (iAgent, the Agent shall have received legal opinions and board resolutions consistent with those delivered on the Closing Date under Sections 4.01(g) and 4.01(k)(i) and (ii) have been satisfied and (Biv) on a historical pro forma basis (Pro Forma Basis, after giving effect to such increase in the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter Commitments and any Acquisition to be consummated simultaneously with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrowersuch increase, the Borrower would shall be in compliance with Section 9.10 as 6.01 (it being understood that for purposes of determining compliance with this clause (iv), the last day Commitments shall be deemed to be fully drawn). (d) Any incremental Commitments established hereunder shall have terms identical to the Commitments existing immediately prior to the establishment of such fiscal quarter and (iv) incremental Commitments; provided that any commitment, arrangement, upfront or similar fees may be agreed among the Administrative Agent shall have received all fees to be mutually agreed between Borrower, the Borrower Increasing Lenders and the Administrative AgentAugmenting Lenders providing such incremental Commitments. (e) This Section 2.20 shall supersede any provisions in Section 2.17 or 10.02 to the contrary.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit JAgent, request (each such request, a “Commitment Increase Request”) that the total Commitments Total Commitment be increased by an aggregate amount not to exceed $1,500,000,000; 45,000,000 such that the aggregate Total Commitment is not more than $175,000,000 after giving effect to all such increases from the Amendment No. 3 Effective Date until one year prior to the Facility Termination Date, provided that no Default or Event of Default has occurred and is continuing at the time of such Commitment Increase Request and on the date of any such increase. The Administrative Agent shall deliver a copy of such Commitment Increase Request to each Lender. The Borrower may not make more than 3 such requests. Such notice shall set forth in such Commitment Increase Request the amount of the requested increase in the Total Commitment (which shall be in a minimum amount of $500,000,000 5,000,000 and in minimum increments thereafter of $10,000,000 above that amount5,000,000) and the date on which such increase is requested to become effective (which date shall be not less than 10 days 20 Business Days nor more than 60 days after the date of such notice and whichthat, in any event, must be on or at least 385 days prior to the Commitment Facility Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Commitment Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days Business Days after the date of delivery by the Administrative AgentAgent of the Borrower’s noticeCommitment Increase Request, either agree to increase its Commitment by all or a portion of the offered amount (each Bank such Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank such Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Commitment) (Commitment and each Bank Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In If at the event thatend of the 10 Business Day period referred to above there are any Non-Increasing Lenders, the Administrative Agent shall offer to each Increasing Lender the opportunity to increase its Commitment by all or a portion of the remaining amount of the requested increase that the Non-Increasing Lenders did not accept and, if such Increasing Lenders offer to increase their Commitments by more than such remaining amount, the Administrative Agent shall allocate such remaining amount among such Increasing Lenders on a pro rata basis based upon each such Lender’s Commitment Percentage. If, on the 10th day 11th Business Day after the Administrative Agent shall have delivered a notice pursuant copy of a request by the Borrower to the second sentence of this paragraphLenders as set forth above, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment so requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”)that are Eligible Assignees, which may include any Bank, in each case reasonably acceptable to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayedeach such person so agreeing being an “Augmenting Lender”), to commit to making Loans pursuant to a Commitment hereunder in an amount no less than $5,000,000, and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting BankLender’s Commitment and/or its status as a Bank Lender hereunder. Any such increase in the Total Commitment may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, that after giving effect to any increase in the Total Commitment pursuant to this Section 2.84.4(b), the outstanding Loans (if any) are held by the Banks Lenders in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.Commitment

Increase in Commitments. (a) The Borrower maymay on one occasion at any time not later than three months prior to the Maturity Date, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount that will not result in the total Commitments under this Agreement exceeding $500,000,000 minus the amount of any reduction of the Commitments pursuant to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requestsSection 2.08. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 30 days nor or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 30 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 30 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th 30th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower Administrative Agent may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this clause (a) being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Borrower and the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower withheld) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or and its status as a Bank Lender hereunder. Any such increase may be made Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in an amount that is less than the increase requested notice delivered by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to the first sentence of this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penaltyparagraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.8 unless paragraph unless, (i) on the date of such increase, (A) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct and no Default shall have occurred and be continuing or will result from continuing, and the increase in Commitments as set forth herein Administrative Agent shall have received a certificate to that effect dated such date and (B) the representations and warranties made executed by the Borrower in Section 8 shall be true and correct on and as a Financial Officer of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date)Borrower, (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and (iii) following any such increase pursuant to this Section, no Lender shall have a compliance certificate certifying Commitment representing more than 30% of the total Commitments. (b) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to Section 2.05(a) (the “Commitment Increase”), (i) the aggregate principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent) that Agent in same day funds an amount equal to the difference between (A) each the product of the conditions set forth in the preceding clauses (i1) and such Lender’s Applicable Percentage (ii) have been satisfied and (B) on a historical pro forma basis (calculated after giving effect to the incurrence Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment increase or Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans, as . The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the case may be) as Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative AgentInterest Period relating thereto.

Increase in Commitments. (a) The Borrower maymay at any time and from time to time, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form Lenders) given not earlier than the 60th day following the Effective Date and not later than the third anniversary of Exhibit Jthe Effective Date, request that the total Commitments be increased by an aggregate amount not to exceed greater than $1,500,000,000; provided that the Borrower may not make more than 3 such requests250,000,000. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 45 days nor or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Participation Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 20 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being called an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 20 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being called a “Non-Increasing BankLender”). No Lender shall have any obligation hereunder to become an Increasing Lender and any election to do so shall be in the sole discretion of each Lender. In the event that, on the 10th 20th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks Lenders or other entities financial institutions (any such bank Lender or other entity financial institution referred to in this paragraph (a) being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), and the Borrower withheld) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or and its status as a Bank Lender hereunder. Any such increase may be made Increases and new Commitments created pursuant to this paragraph (a) shall become effective on the date specified in an amount that is less than the increase requested notice delivered by the Borrower if pursuant to the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitmentsfirst sentence of this paragraph. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.8 unless paragraph (a) above unless, (i) on the date of such increase, the conditions set forth in paragraphs (Ab) no Default and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing executed by the President, a Vice-President or will result from a Financial Officer of the increase in Commitments as set forth herein Borrower, and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received documents consistent with those delivered under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder and as to the enforceability of this Agreement after giving effect to such increase. (c) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to paragraph (a) above (the “Commitment Increase”), (i) the aggregate principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory Lender prior to the Commitment Increase shall pay to the Administrative Agent) that Agent in same day funds an amount equal to the difference between (A) each the product of the conditions set forth in the preceding clauses (i1) and such Lender’s Participation Percentage (ii) have been satisfied and (B) on a historical pro forma basis (calculated after giving effect to the incurrence Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Participation Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender’s Participation Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender’s Participation Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender’s Participation Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment increase or Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Participation Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans, as . The deemed payments made pursuant to clause (i) above shall be subject to compensation by the case may be) as Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative AgentInterest Period relating thereto.

Increase in Commitments. (a) The Borrower maymay on one occasion at any time not later than three months prior to the Maturity Date, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount that will not result in the total Commitments under this Agreement exceeding $500,000,000 minus the amount of any reduction of the Commitments pursuant to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requestsSection 2.08. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 30 days nor or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 30 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 30 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th 30th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower Administrative Agent may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this clause (a) being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Borrower and the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower withheld) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or and its status as a Bank Lender hereunder. Any such increase may be made Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in an amount that is less than the increase requested notice delivered by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to the first sentence of this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penaltyparagraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.8 unless paragraph unless, (i) on the date of such increase, (A) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct and no Default shall have occurred and be continuing or will result from continuing, and the increase in Commitments as set forth herein Administrative Agent shall have received a certificate to that effect dated such date and (B) the representations and warranties made executed by the Borrower in Section 8 shall be true and correct on and as a Financial Officer of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date)Borrower, (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (c) and (d) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and (iii) following any such increase pursuant to this Section, no Lender shall have a compliance certificate certifying Commitment representing more than 30% of the total Commitments. (b) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to Section 2.05(a) (the “Commitment Increase”), (i) the aggregate principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent) that Agent in same day funds an amount equal to the difference between (A) each the product of the conditions set forth in the preceding clauses (i1) and such Lender’s Applicable Percentage (ii) have been satisfied and (B) on a historical pro forma basis (calculated after giving effect to the incurrence Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment increase or Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans, as . The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the case may be) as Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative AgentInterest Period relating thereto.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit JAgent, request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 Incremental Amount at such requeststime. Upon the receipt of such request by the Agent, the Agent shall deliver a copy thereof to each Lender. Such notice shall set forth the amount of the requested increase in the Commitments (which shall be (i) in minimum increments of $1,000,000 and a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountor (ii) equal to the remaining Incremental Amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days Business Days nor more than 60 days 90 Business Days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Maturity Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days Business Days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th day Business Day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent and the Issuing Lender (which approvals shall not be unreasonably withheld or delayed), withheld) and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Commitments pursuant to this Section 2.82.19, the outstanding Loans (if any) are held by the Banks Lenders in accordance with their new applicable Pro Rata SharesApplicable Percentages. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new LoanBorrowing, (ii) by causing Non-Increasing Banks Lenders to assign portions of their outstanding Loans to Increasing Banks and/or Lenders and Augmenting BanksLenders, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause paragraph (b) shall be subject to Section 6.52.14, but shall otherwise be without premium or penalty. . (c) Notwithstanding the foregoing, no increase in the Commitments or addition of a new Lender shall become effective under this Section 2.8 unless 2.19 unless, (i) no Default shall have occurred or be continuing, (ii) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as conditions set forth herein in paragraphs (a) and (Bb) the representations and warranties made by the Borrower in of Section 8 4.03 shall be true satisfied and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying to that effect dated such date and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each executed by a Financial Officer of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iviii) upon reasonable request by the Administrative Agent, the Agent shall have received all fees to be mutually agreed between legal opinions and board resolutions consistent with those delivered on the Borrower Effective Date under Sections 4.01(e) and the Administrative Agent4.01(k)(i).

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit J“D”, request that the total Tranche A Commitments and the Tranche B Commitments be increased by an aggregate amount not to exceed $1,500,000,000400,000,000; provided that the Borrower may not make more than 3 such requestsrequests and each request shall be to increase both Classes of Commitments by an equal amount. Such notice shall set forth the amount of the requested aggregate increase (which shall be in a minimum aggregate amount of $500,000,000 100,000,000 and in minimum aggregate increments of $10,000,000 5,000,000 above that amount) , in each case, divided equally between the two Classes), and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the then applicable Commitment Termination DateDates, provided that no increase in the Commitments may be requested pursuant to this Section 2.9 on or prior to July 1, 2014). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K“E”, which notice will offer each such Bank the opportunity to increase its Commitment of each Class by its applicable Pro Rata Share of the proposed increased amountamount for such Class. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L“F”, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment Commitments by all or a portion (provided such portion is divided equally between the Classes) of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment such Commitments (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitmentsuch Commitments) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). For greater certainty, a Bank may only agree to increase both of its Commitments or decline to increase both of its Commitments. In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second third sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank shall extend or increase Commitments of each Class by an equal amount, each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 Exhibit “H” evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.82.9, the outstanding Loans Accommodations Outstanding of each Class (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans Accommodations Outstanding of a Class to be prepaid with the proceeds of a new LoanAccommodation, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans Accommodations Outstanding of a Class to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans Accommodations up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.56.3, but shall otherwise be without premium or penalty. . (c) Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 2.9 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in such Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in the Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P S&P, Moody’s and ▇▇▇▇▇’▇ DBRS to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or LoansAccommodations, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the applicable Commitment increase or LoansAccommodations, as the case may be) as of the last day of the most recently completed Fiscal Quarter Six Month Period with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter Six Month Period, (iv) in the event that a proposed increase in the Commitments pursuant to this Section 2.9 would result in the aggregate amount of the increases in Commitments pursuant to this Section 2.9 exceeding $375,000,000, the Administrative Agent shall have received a written confirmation from HMC that, upon and after the increase in the applicable Commitments, all Accommodations Outstanding and all interest hereunder will constitute “Debt” as such term is used in the HMC Support Agreement together with the certifications provided by the Borrower pursuant to Section 7.2(d) and (ivv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent. (d) Notwithstanding anything to the contrary in this Section 2.9, if, at the time that a request is made pursuant to this Section 2.9(a) or prior to the time such request is given effect, a Class of Commitments has been terminated or a Commitment Termination Date has occurred with respect to a Class, such request shall apply with respect to the remaining Class of Commitments and this Section 2.9 shall apply mutatis mutandis to such request and any such increase.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy of each to the form of Exhibit JLenders), request that the total Commitments Commitment be increased by an aggregate amount not less than $10,000,000 for any such increase; provided (i) that such request for increase may be given only once during the term hereof and (ii) that after giving effect to any such increase the sum of the Commitment and the commitments under the 364-Day Credit Agreement shall not exceed $1,500,000,000; provided that 200,000,000 minus any amount by which the Borrower may not make more than 3 such requestsCommitment and the commitments under the 364-Day Agreement shall have been reduced pursuant to SECTION 2.3 and SECTION 2.2 of the 364-Day Agreement. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the Commitment and the date on which such increase is requested to become effective (which shall be not less than 10 45 days nor or more than 60 days after the date of such notice notice), and whichat Borrower's option, may offer to one or more existing Lenders and/or other banks or financial institutions (any such Lender or other bank or other financial institution referred to in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank this clause (a) being called an "AUGMENTING LENDER") the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments credit hereunder or increase their existing Commitments Committed Sums in an aggregate amount equal to the unsubscribed amountproposed increase; providedprovided that no Lender shall be obligated to agree to increase its Committed Sum; and, howeverprovided further, that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), withheld) and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its Percentage and status as a Bank Lender hereunder. Any such increase in the Commitment may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, for Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders with sufficient Committed Sums. (b) Each On the effective date (the "INCREASE EFFECTIVE DATE") of any increase in the Commitment pursuant to this SECTION 2.4 (the "COMMITMENT INCREASE"), (i) the aggregate principal amount of the parties hereto hereby agrees Borrowings outstanding (the "INITIAL LOANS") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent may take any and all actions as may be reasonably necessary in same day funds an amount equal to ensure that, the difference between (A) the product of (1) such Lender's Commitment Percentage (calculated after giving effect to any increase pursuant the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Commitment Percentage (calculated without giving effect to this Section 2.8the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Commitment Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the outstanding Administrative Agent shall pay to each Lender whose Committed Sum is not being increased (a "NON-INCREASING LENDER") the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Commitment Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender's Commitment Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "SUBSEQUENT BORROWINGS") in an aggregate principal amount of the Initial Loans (if any) are held by and of the Banks types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with their new applicable Pro Rata SharesSECTION 2.5, (vi) each Non-Increasing Lender and each Augmenting Lender shall be deemed to hold its Commitment Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Augmenting Lender that shall have been a Lender prior to the Commitment Increase and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, The deemed payments made pursuant to clause (i) by requiring the outstanding Loans to be prepaid with the proceeds above in respect of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) each Eurodollar Loan shall be subject to Section 6.5, but indemnification by Borrower pursuant to the provisions of SECTION 4.5 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (c) Increases and new Commitments created pursuant to this SECTION 2.4 shall otherwise be without premium or penalty. become effective on the date specified in the notice delivered by Borrower pursuant to the first sentence of paragraph (a) above. (d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section 2.8 unless unless, (i) on the date of such increase, (A) no Default the conditions set forth in SECTIONS 7.1 and 7.2 shall be satisfied and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from the increase in Commitments as set forth herein executed by a Responsible Officer, and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) 17 NBPLP CREDIT AGREEMENT sufficient copies for each of the conditions set forth in Lenders) documents consistent with those delivered on the preceding clauses (i) Effective Date under SECTIONS 7.1 and (ii) have been satisfied 7.2 as to the partnership power and (B) on a historical pro forma basis (authority of Borrower to borrow hereunder after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentincrease.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that the Borrower may total Commitments shall not make be increased by more than 3 such requests$500,000,000 during the term of this Agreement pursuant to this Section. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent and each Issuing Bank (which such approvals shall not to be unreasonably withheld or delayedwithheld), and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the total Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to this Section 2.20 (the “Commitment Increase”), if any Revolving Loans are outstanding, then (unless the Commitment Increase is being effected by an increase in each Lender’s Commitment ratably in accordance with its Applicable Percentage) the Borrower (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of the parties hereto hereby agrees that Types and for the Administrative Agent may take any Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall be made by the Lenders (including the Increasing Lenders and all actions as may be reasonably necessary to ensure thatthe Augmenting Lenders, if any) ratably in accordance with their respective Commitments (calculated after giving effect to any increase the Commitment Increase). The payments made pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, clause (i) by requiring the outstanding Loans to be prepaid with the proceeds above in respect of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) each Term SOFR Loan shall be subject to Section 6.52.16. (c) Increases and new Commitments created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above; provided that the Borrower may, but shall otherwise with the consent of the Administrative Agent (such consent not to be without premium or penalty. unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Administrative Agent no less than two Business Days prior to the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above. (d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section 2.8 unless (i) on the date of such increase, the conditions set forth in paragraphs (Aa) no Default and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from executed by a Financial Officer of the increase in Commitments as set forth herein Borrower and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Lenders) documents consistent with those delivered on the preceding Effective Date under clauses (ib) and (iic) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent4.01.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount not to exceed less than $1,500,000,00010,000,000 for any such increase; provided that after giving effect to any such increase the Borrower may sum of the total Commitments shall not make more than 3 such requestsexceed $650,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.09. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “"Increasing Bank”Lender") or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “"Non-Increasing Bank”Lender"). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this clause (a) being called an “"Augmenting Bank”Lender"), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), withheld) and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the total Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, for Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the "Increase Effective Date") of any increase in the total Commitments pursuant to this Section 2.20 (the "Commitment Increase"), (i) the aggregate principal amount of the parties hereto hereby agrees Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent may take any and all actions as may be reasonably necessary in same day funds an amount equal to ensure that, the difference between (A) the product of (1) such Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings (as hereinafter defined) and (B) the product of (1) such Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a 32 Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any increase and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. (c) Increases and new Commitments created pursuant to this Section 2.8, 2.20 shall become effective on the outstanding Loans (if any) are held date specified in the notice delivered by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up Borrower pursuant to the effective date first sentence of such assignment or paragraph (iiia) by any combination of the foregoing. Any prepayment or assignment described in this clause above. (bd) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of a New Lender shall become effective under this Section 2.8 unless unless, (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower set forth in Section 8 this Agreement shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier expressly made as of another date, in which case such representations and warranties shall be true and correct in all respects on and as of such earlier other date), (iiB) the Borrower Debt Ratings assigned by S&P on such date and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing and the incurrence Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower, and (C) the Commitment increase of each Lender (without giving effect to any merger of Lenders after the date of this Agreement) is equal to or Loansless than 20% of the total Commitments, as the case may be), and (iiiii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Lenders) documents consistent with those delivered on the preceding Effective Date under clauses (ib) and (iic) have been satisfied of Section 4.01 as to the corporate power and (B) on a historical pro forma basis (authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the incurrence of Effective Date already contemplate an increase in an amount at least equal to the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day amount of such fiscal quarter increase, stating that such documents remain in full force and (iv) effect on the Administrative Agent shall date of such increase and have received all fees to be mutually agreed between the Borrower and the Administrative Agentnot in anywise been annulled, modified, rescinded or revoked).

Increase in Commitments. (a) The Borrower mayshall have the right, at any time prior to the date 6 months prior to the Tranche 2 Termination Date by written notice to and in consultation with the Administrative Agent Agent, to request an increase in substantially the form of Exhibit JTranche 2 Commitments (each such requested increase, request a “Commitment Increase”), by having one or more existing Tranche 2 Lenders increase their respective Tranche 2 Commitments then in effect (each, an “Increasing Lender”), by adding as a Tranche 2 Lender with a new Tranche 2 Commitment hereunder one or more Persons that the total Commitments be increased by are not already Tranche 2 Lenders (each, an aggregate amount not to exceed $1,500,000,000“Additional Lender”), or a combination thereof; provided that the Borrower may not make more than 3 (i) any such requests. Such notice shall set forth the amount of the requested increase (which request for a Commitment Increase shall be in a minimum amount of $500,000,000 and in minimum increments 10,000,000 or an integral multiple of $10,000,000 above that amount5,000,000 in excess thereof, (ii) immediately after giving effect to any Commitment Increase, (y) the aggregate Tranche 2 Commitments shall not exceed $150,000,000 and (z) the date on which such increase is requested to become effective aggregate of all Commitment Increases effected after the Effective Date shall not exceed $50,000,000, and (which iii) no existing Tranche 2 Lender shall be not less than 10 days nor more than 60 days after obligated to increase its Tranche 2 Commitment as a result of any request for a Commitment Increase by the date Borrower unless it agrees in its sole discretion to do so. (b) Each Additional Lender must qualify as an Eligible Assignee (the approval of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request which by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Fronting Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), ) and the Borrower and each Augmenting Bank that is not an existing Bank Additional Lender shall execute a joinder substantially in the form of Exhibit M or agreement together with all such other documentation as the Administrative Agent shall and the Borrower may reasonably specify require, all in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, to evidence the Tranche 2 Commitment of such Augmenting Bank’s Commitment and/or Additional Lender and its status as a Bank Tranche 2 Lender hereunder. (c) If the aggregate Tranche 2 Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Commitment Increase Date,” which shall be a Business Day not less than thirty (30) days prior to the Commitment Termination Date) and the final allocation of such increase. Any The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase may be made in an amount that is less than and the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting BanksCommitment Increase Date. The Borrower Administrative Agent is hereby authorized, on behalf of the Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall execute an amendment reasonably deem appropriate to Schedule 1 evidencing the revised Commitmentseffect such Commitment Increase. (bd) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to Notwithstanding anything set forth in this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up 2.19 to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoingcontrary, no increase in the Tranche 2 Commitments shall become effective under pursuant to this Section 2.8 unless 2.19 shall be effective unless: (i) on The Administrative Agent shall have received the date of such increasefollowing, each dated the Commitment Increase Date and in form and substance reasonably satisfactory to the Administrative Agent: (A) no Default shall have occurred as to each Increasing Lender, evidence of its agreement to provide a portion of the Commitment Increase, and be continuing or will result from as to each Additional Lender, a duly executed joinder agreement together with all other documentation required by the increase in Commitments as set forth herein and Administrative Agent pursuant to Section 2.19(b); (B) an instrument, duly executed by each Credit Party, acknowledging and reaffirming its obligations under this Agreement, the Security Documents and the other Credit Documents to which it is a party and the validity and continued effect of the Liens granted in favor of the Administrative Agent thereunder; (C) a certificate of the secretary or an assistant secretary of each Credit Party, certifying to and attaching the resolutions adopted by the board of directors (or similar governing body) of such Credit Party approving or consenting to such Commitment Increase; (D) a certificate of a Financial Officer of the Borrower, certifying that (y) as of the Commitment Increase Date, all representations and warranties made by of the Borrower Credit Parties contained in Section 8 shall be this Agreement and the other Credit Documents qualified as to materiality are true and correct on and those not so qualified are true and correct in all material respects, both immediately before and after giving effect to the Commitment Increase and any Letters of Credit issued in connection therewith (except to the extent any such representation or warranty is expressly stated to have been made as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier a specific date, in which case such representations representation or warranty is true and warranties shall be correct (if qualified as to materiality) or true and correct in all material respects (if not so qualified), in each case as of such earlier date), and (iiz) the Borrower Debt Ratings assigned by S&P no Default or Event of Default has occurred and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (is continuing, both immediately before and after giving effect to such Commitment Increase (including any Letters of Credit issued in connection therewith and the incurrence application of the Commitment increase or Loans, as the case may beproceeds thereof), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and ; and (ii) Each outstanding Syndicated Letter of Credit shall have been satisfied and (B) on a historical pro forma basis (after amended giving effect to the incurrence of the Commitment increase or LoansIncrease or, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect if required, returned by each respective beneficiary to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent and cancelled and/or exchanged for a new or amended Syndicated Letter of Credit giving effect to the Commitment Increase; and (iii) In the case of any Credit Extension in connection with such Commitment Increase, the conditions precedent set forth in Section 4.2 shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentbeen satisfied.”

Increase in Commitments. (a) The Borrower mayParent Borrower, by written notice to the Administrative Agent in substantially the form of Exhibit JUS Agent, may request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that the Borrower may aggregate amount by which the Commitments are increased pursuant to this Section shall not make more than 3 such requestsexceed US$25,000,000 and the aggregate amount by which the European Commitments are increased pursuant to this Section shall not exceed US$10,000,000. Such notice shall set forth (i) the Class or Classes of Commitments to be increased, (ii) the amount of the requested increase in such Commitments, (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountiii) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request unless otherwise agreed by the Administrative Parent Borrower and the US Agent), the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender with a Commitment of a Class to be increased the opportunity to increase its Commitment of such Class, by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Parent Borrower and the Administrative US Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentParent Borrower’s notice, either agree to increase its Commitment applicable Commitment, by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its applicable Commitment (and any Bank such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its applicable Commitment) (each Bank such Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th day after the Administrative Agent Parent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks applicable Lenders shall have agreed pursuant to the preceding sentence to increase their applicable Commitments by an aggregate amount less than the increase in the total Commitments of the applicable Class requested by the Parent Borrower, the Parent Borrower may may, at its expense, arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments of the applicable Class or increase their existing Commitments of the applicable Class in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative US Agent (which approvals approval shall not be unreasonably withheld or delayed), and the Borrower ) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative US Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the total Commitments may be made in an amount that which is less than the increase requested by the Parent Borrower if the Parent Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the “Increase Effective Date”) of any increase in the Commitments of any Class pursuant to this Section 2.20 (the “Commitment Increase”), if any Revolving Loans of such Class are outstanding, the applicable Borrower or Borrowers (i) shall prepay all Revolving Loans of such Class then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Revolving Loans in accordance with this Agreement, which Revolving Loans shall be made by the Lenders of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, applicable Class ratably in accordance with their respective Commitments of such Class (calculated after giving effect to any increase the Commitment Increase); provided that such prepayment of Revolving Loans pursuant to this Section 2.8, paragraph shall not be required if such Commitment Increase is effected entirely by ratably increasing the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion Commitments of the Administrative Agent, following consultation with the Borrower, existing Lenders of such Class. The payments made pursuant to clause (i) by requiring the outstanding Loans to be prepaid with the proceeds above in respect of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) each Eurocurrency Loan shall be subject to Section 6.5, but 2.16. (c) Increases and new Commitments of any Class created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Parent Borrower pursuant to the first sentence of paragraph (a) above unless otherwise be without premium or penalty. agreed by the Parent Borrower and the US Agent. (d) Notwithstanding the foregoing, no increase in the total Commitments of a Class (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section 2.8 unless unless, (i) on the effective date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as conditions set forth herein and (B) the representations and warranties made by the Borrower in Section 8 4.02 shall be true and correct on and satisfied as of the date of the increase in Commitments with the same force and effect as if though a Borrowing were being made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative US Agent shall have received a compliance certificate certifying to that effect dated such date and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each executed by a Financial Officer of the conditions set forth in the preceding clauses (i) Parent Borrower, and (ii) the US Agent shall have been satisfied received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (Bc) on a historical pro forma basis (of Section 4.01 as to the corporate power and authority of the applicable Borrower or Borrowers to borrow hereunder after giving effect to such increase (or, if such documents delivered on the incurrence of Effective Date already contemplate an increase in an amount at least equal to the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day amount of such fiscal quarter increase, stating that such documents remain in full force and (iv) effect on the Administrative Agent shall date of such increase and have received all fees to be mutually agreed between the Borrower and the Administrative Agentnot been annulled, modified, rescinded or revoked).

Increase in Commitments. (a) The Borrower may, by written notice from time to the Administrative Agent in substantially the form of Exhibit J, request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be time on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative AgentDecember 28, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall2005 so long as no Default exists, by notice means of a letter delivered to the Borrower and the Administrative Agent substantially in the form of Exhibit LEXHIBIT H, given request that the Aggregate Commitments be increased by up to $50,000,000 in the aggregate; PROVIDED that any such increase in the Aggregate Commitment shall be in an integral multiple of $5,000,000. (b) Any increase in the Aggregate Commitments may be effected by (i) increasing the Commitment of one or more Lenders that have agreed to such increase and/or (ii) subject to CLAUSE (c), adding one or more commercial banks or other Persons acceptable to the Administrative Agent as a party hereto (each an "ADDITIONAL LENDER") with a Commitment in an amount (which shall not more be less than 10 days $5,000,000) agreed to by any such Additional Lender. (c) Any increase in the Aggregate Commitments pursuant to this SECTION 2.14 shall be effective three Business Days (or such other period agreed to by the Administrative Agent, the Borrower and, as applicable, each Lender that has agreed to increase its Commitment and each Additional Lender) after the date on which the Administrative Agent has received and accepted the applicable increase letter in the form of ANNEX 1 to EXHIBIT H. (d) No Additional Lender shall be added as a party hereto without the written consent of the Administrative Agent’s notice, either agree the L/C Issuer and the Swing Line Lender (which consents shall not be unreasonably withheld). (e) The Administrative Agent shall promptly notify the Borrower and the Lenders of any increase in the amount of the Aggregate Commitments pursuant to this SECTION 2.14 and of the Commitment and Pro Rata Share of each Lender after giving effect thereto. The Borrower acknowledges that, in order to maintain Revolving Loans in accordance with each Lender's Pro Rata Share, a reallocation of the Commitments as a result of a non-pro-rata increase its Commitment by in the Aggregate Commitments may require prepayment or conversion of all or a portion portions of certain Revolving Loans on the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to date of such increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining prepayment or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank conversion shall be subject to the prior written approval provisions of the Administrative Agent (which approvals shall not be unreasonably withheld or delayedSECTION 3.05), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (bf) Each of the parties hereto hereby agrees that the Administrative Agent may take This Section shall supersede any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks provision in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up SECTION 10.01 to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentcontrary.

Increase in Commitments. (a) The Borrower mayBorrower, by written notice to the Administrative Agent in substantially the form of Exhibit JAgent, may request that the total Class C Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that the Borrower may aggregate amount by which the Class C Commitments are increased pursuant to this Section shall not make more than 3 such requestsexceed $150,000,000. Such notice shall set forth (i) the amount of the requested increase and (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountii) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent), the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Class C Lender the opportunity to increase its Commitment Class C Commitment, by its applicable Pro Rata Share Applicable Class C Percentage of the proposed increased amount. Each such Bank Class C Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment Class C Commitment, by all or a portion of the offered amount (each Bank Class C Lender so agreeing being an “Increasing BankLender”) or decline to increase its Class C Commitment (and any Bank such Class C Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class C Commitment) (each Bank such Class C Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Class C Lenders shall have agreed pursuant to the preceding sentence to increase their Class C Commitments by an aggregate amount less than the increase in the total Class C Commitments requested by the Borrower, the Borrower may may, at its expense, arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankClass C Lender, to extend Bank Class C Commitments or increase their existing Class C Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Class C Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), and the Borrower ) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Class C Commitment and/or its status as a Bank Class C Lender hereunder. Any such increase in the total Class C Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the “Increase Effective Date”) of any increase in the parties hereto hereby agrees that Class C Commitments pursuant to this Section 2.22 (the Administrative Agent may take “Commitment Increase”), if any Class C Revolving Loans are outstanding, the Borrower (i) shall prepay all Class C Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and all actions as may (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class C Revolving Loans in accordance with this Agreement, which Class C Revolving Loans shall be reasonably necessary to ensure that, made by the Class C Lenders ratably in accordance with their respective Applicable Class C Percentage (calculated after giving effect to any increase the Class C Commitment Increase); provided that such prepayment of Class C Revolving Loans pursuant to this Section 2.8, paragraph shall not be required if such Class C Commitment Increase is effected entirely by ratably increasing the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion Class C Commitments of the Administrative Agent, following consultation with the Borrower, existing Class C Lenders. The payments made pursuant to clause (i) by requiring the outstanding Loans to be prepaid with the proceeds above in respect of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) each Eurodollar Loan shall be subject to Section 6.52.15. (c) Increases and new Class C Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, but shall otherwise each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be without premium necessary or penalty. appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class C Commitments (or in the Class C Commitment of any Class C Lender) or addition of a new Class C Lender shall become effective under this Section 2.8 unless (i) on the effective date of such increase, (A) no Default the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made executed by the Borrower in Section 8 shall be true and correct on and as a Financial Officer of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date)Borrower, (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Class C Lenders) documents consistent with those delivered on the preceding Restatement Effective Date under clauses (if) and (iih) have been satisfied of Section 6 of the Amendment and (B) on a historical pro forma basis (Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the incurrence of Restatement Effective Date already contemplate an increase in an amount at least equal to the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day amount of such fiscal quarter increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class C Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000, (iv) no Default exists or would exist after giving effect thereto and (v) after giving effect to such increase the Administrative Agent ratio of the Collateral Value Amount to the Secured Obligation Amount (determined on a pro forma basis as if the Aggregate Revolving Credit Exposure were equal to the total Commitments) shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentat least 1.75:1.00.

Increase in Commitments. (a) The Borrower mayshall have the right at any time, by written notice but in no event more than once in any consecutive twelve month period, to increase the Administrative Agent aggregate Commitments in substantially the form integral multiples of Exhibit J, request that the total Commitments be increased by an aggregate amount $10,000,000 but not to exceed $1,500,000,000; provided that 100,000,000 in the Borrower may not make aggregate by adding to this Agreement one or more than 3 such requests. Such notice shall set forth the amount of the requested increase other Eligible Assignees (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and may include any Lender (with the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date consent of such notice and whichLender)) (each such Eligible Assignee, in any eventan "Additional Lender"), must be on or prior to with the Commitment Termination Date). Upon the receipt approval of such request by the Administrative Agent, the Administrative Agent (not to be unreasonably 364-Day Credit Agreement withheld), each of which Additional Lenders shall give notice promptly to each Bank substantially have entered into an agreement in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice and substance satisfactory to the Borrower and the Administrative Agent substantially pursuant to which such Additional Lender shall undertake a Commitment (if any such Additional Lender is a Lender, its Commitment shall be in addition to such Lender's Commitment hereunder) which such Commitment shall be in an amount at least equal to (i) for each Additional Lender that is not a Lender, $10,000,000 or a larger integral multiple of $1,000,000 and (ii) for each Additional Lender that is a Lender, an amount equal to the form product of Exhibit L(A) such Lender's proposed total increase in its Commitment and (B) such increase over the aggregate proposed increases of all the Lenders' Commitments (but in no event shall such Lender's Commitment be increased in an amount greater than its proposal), given not more than 10 days after and upon the effectiveness of such agreement (the date of the Administrative Agent’s notice, either agree effectiveness of any such agreement being hereinafter referred to increase its as the "Increased Commitment by Date") such Additional Lender shall thereupon become a "Lender" for all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence purposes of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penaltyAgreement. Notwithstanding the foregoing, no the increase in the aggregate Commitments shall become effective under hereunder pursuant to this Section 2.8 unless 2.05(c) shall be effective only if: (i) on the date Borrower shall have given the Administrative Agent notice of any such increase, increase at least three Business Days prior to any such Increased Commitment Date; (Aii) no Default or Event of Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase notice referred to in Commitments with the same force foregoing clause (i) or on the Increased Commitment Date; (iii) no Advances shall be outstanding hereunder and effect as if made no Notice of A Borrowing or Notice of B Borrowing shall have been given, in each case, on and as of any such Increased Commitment Date; (iv) there shall have been no reduction of the Commitments pursuant to Section 2.05(a) hereof on or prior to any such Increased Commitment Date; and (v) on the date of the notice referred to in clause (unless stated to relate solely to an earlier datei) above and on the Increased Commitment Date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and Mood▇'▇ ▇▇▇▇▇’▇ to the Index Debt shall be equal to ing is at or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower above Baa1 and the Administrative AgentStandard & Poor's Rating is at or above BBB+.

Increase in Commitments. (a) The Borrower After the Closing Date, Administrative Agent may, from time to time upon five (5) Business Days prior notice by written notice Borrower of a request to increase the Aggregate Commitments, increase the Aggregate Commitments by (x) admitting additional Lenders hereunder (each a "Subsequent Lender"), or (y) increasing the Commitment of any Lender (each an "Increasing Lender"), subject to the Administrative Agent following conditions: (i) each Subsequent Lender is an Eligible Assignee; (ii) Borrower executes (A) a new Note payable to the order of a Subsequent Lender, if requested by such Subsequent Lender, or (B) a replacement Note payable to the order of an Increasing Lender, if requested by such Increasing Lender; (iii) each Subsequent Lender executes a signature page to this Agreement; (iv) after giving effect to the admission of any Subsequent Lender or the increase in substantially the form Commitment of Exhibit Jany Increasing Lender, request that the total Aggregate Commitments be increased by an aggregate amount do not to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth 750,000,000 (less the amount of any previous reduction pursuant to Section 2.06); (v) each increase in the requested increase (which Aggregate Commitments shall be in a the minimum amount of $500,000,000 and in minimum increments 5,000,000 or a greater integral multiple of $10,000,000 above that amount1,000,000; (vi) and no admission of any Subsequent Lender shall increase the date on which Commitment of any existing Lender without the consent of such increase is requested to become effective existing Lender; (which vii) no Lender shall be not less than 10 days nor more than 60 days after an Increasing Lender without the date consent of such notice and which, in any event, must be on Lender; and (viii) no Default or prior Event of Default exists nor would occur after giving effect to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitmentsincrease. (b) Each After the admission of any Subsequent Lender or the parties hereto hereby agrees that increase in the Commitment of any Increasing Lender, Administrative Agent may take shall promptly provide to each Lender a new Schedule 2.01 to this Agreement. In the event that there are any and all actions as may be reasonably necessary to ensure that, Loans outstanding after giving effect to any an increase in the Aggregate Commitments pursuant to this Section 2.82.15, upon notice from Administrative Agent to each Lender, the outstanding amount of such Loans (if any) are held by owing to each Lender shall be appropriately adjusted to reflect the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion Applicable Percentages of the Administrative Agent, following consultation with the Borrower, Lenders (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties Borrower shall be true and correct in all respects as of such earlier datepay any amounts required under Section 3.05), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The Borrower maymay on one occasion at any time not later than three months prior to the Maturity Date, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount that will not result in the total Commitments under this Agreement exceeding $400,000,000 minus the amount of any reduction of the Commitments pursuant to exceed $1,500,000,000; provided that the Borrower may not make more than 3 such requestsSection 2.09. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 30 days nor or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 30 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 30 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th 30th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower Administrative Agent may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this clause (a) being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Borrower and the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower withheld) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or and its status as a Bank Lender hereunder. Any such increase may be made Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in an amount that is less than the increase requested notice delivered by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to the first sentence of this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penaltyparagraph. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.8 unless paragraph unless, (i) on the date of such increase, (A) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct and no Default shall have occurred and be continuing or will result from continuing, and the increase in Commitments as set forth herein Administrative Agent shall have received a certificate to that effect dated such date and (B) the representations and warranties made executed by the Borrower in Section 8 shall be true and correct on and as a Financial Officer of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date)Borrower, (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (c) and (d) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase and (iii) following any such increase pursuant to this Section, no Lender shall have a compliance certificate certifying Commitment representing more than 30% of the total Commitments. (b) On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to Section 2.05(a) (the “Commitment Increase”), (i) the aggregate principal amount of the Loans outstanding (the “Initial Loans”) immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory each Augmenting Lender that shall have been a Lender prior to the Commitment Increase shall pay to the Administrative Agent) that Agent in same day funds an amount equal to the difference between (A) each the product of the conditions set forth in the preceding clauses (i1) and such Lender’s Applicable Percentage (ii) have been satisfied and (B) on a historical pro forma basis (calculated after giving effect to the incurrence Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, (iii) each Augmenting Lender that shall not have been a Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase) multiplied by (2) the amount of the Initial Loans, and (B) the product of (1) such Non-Increasing Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase) multiplied by (2) the amount of the Subsequent Borrowings, (v) after the effectiveness of the Commitment increase or Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the Initial Loans, as . The deemed payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the case may be) as Borrower pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative AgentInterest Period relating thereto.

Increase in Commitments. (a) The Borrower mayProvided that no Default or Event of Default shall then exist, by written upon notice to to, and with the consent of, the Administrative Agent (not to be unreasonably withheld), the Borrower may from time to time increase the Aggregate Commitment Amount by (i) requesting that one or more Lenders increase its or their respective Commitments or (ii) inviting one or more additional financial institutions to become Lenders party to the Agreement and to provide additional Commitments hereunder, provided that, in substantially either case, the form of Exhibit J, request that Borrower shall not exercise its rights under this Section 2.04 on more than three separate occasions and the total Commitments minimum amount by which the Aggregate Commitment Amount shall be increased by shall not be less than $75,000,000 (unless the excess of the Maximum Commitment Amount over the Aggregate Commitment Amount in effect immediately prior to any such increase in Commitments is less than $75,000,000, in which case the Borrower may request an aggregate increase in the amount not to exceed $1,500,000,000; of such excess), and further provided that the Borrower Aggregate Commitment Amount after giving effect to any such increase shall not exceed the Maximum Commitment Amount. For the avoidance of doubt, it is agreed that the Administrative Agent may not make more than 3 such requests. Such notice shall set forth withhold its consent to the Borrower’s exercise of the foregoing right as to any particular existing Lender or additional Lender based on the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on existing Lender’s or prior to the additional Lender’s Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of or the Administrative Agent’s noticeassessment of the credit worthiness of such existing Lender or additional Lender. (a) If the Borrower has requested that all of the Lenders increase their respective Commitments pro rata, either agree the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond to such request (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 the specified time period whether or not such Lender agrees to increase its respective Commitment and, if so, whether by all an amount equal to, greater than, or a portion less than its Applicable Percentage of such requested increase in the offered amount Aggregate Commitment Amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its based on the Aggregate Commitment (and any Bank that does Amount then in effect). Any Lender not deliver such a notice responding within such specified time period of 10 days shall be deemed to have declined to increase its respective Commitment. Anything herein contained to the contrary notwithstanding, no Lender shall have any obligation whatsoever to increase its respective Commitment hereunder and the Borrower shall have no obligation to request a pro rata increase in the Commitments of all Lenders or to offer to increase the Commitment of any particular Lender. The consent of the Lenders shall not be required in order for any Lender to increase its Commitment or for one or more additional financial institutions to become Lenders party to the Agreement and to provide additional Commitments pursuant to this Section 2.04. (b) If the Aggregate Commitment Amount is increased in accordance with this Section 2.04, the Administrative Agent and the Borrower shall determine the effective date of such increase (each Bank so declining or being deemed to have declined being a the “Non-Increasing BankAdditional/Increased Commitment Effective Date”). In The Administrative Agent and the event thatBorrower shall promptly notify the Lenders of the final allocation of such increase and the Additional/Increased Commitment Effective Date. Each existing Lender that increases its Commitment and each additional Lender, on if any, and the 10th day after Borrower shall execute and deliver to the Administrative Agent (which the Administrative Agent shall have delivered also execute to acknowledge its acceptance thereof) a notice pursuant certificate substantially in the form of Exhibit B hereto (an “Additional/Increased Commitment Certificate”). Upon receipt by the Administrative Agent of Additional/Increased Commitment Certificates from existing Lenders or additional Lenders, if any, in an amount sufficient to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than effectuate the increase requested by the Borrower, : (1) the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank Aggregate Commitment Amount shall be subject to the prior written approval of the Administrative Agent increased, (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as 2) the Administrative Agent shall reasonably specify amend and distribute to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent Lenders a revised Schedule 2.01 adding or amending, as applicable, the Commitment(s) of any Lender executing the Additional/Increased Commitment Certificate and the increased Aggregate Commitment Amount (which shall execute an amendment be deemed incorporated into, and made a part of, this Agreement), (3) each additional Lender shall be deemed to Schedule 1 evidencing the revised Commitments. (b) Each be a party in all respects as of the parties hereto hereby agrees Additional/Increased Commitment Effective Date to this Agreement and the other Loan Documents to which the Lenders are party and (4) upon the Additional/Increased Commitment Effective Date, any increasing or additional Lender party to the Additional/Increased Commitment Certificate shall purchase from each of the (other) Lenders party to the Agreement immediately prior to the Additional/Increased Commitment Effective Date a pro rata portion of all outstanding Loans (and participation interests in Letters of Credit) of each such (other) Lender such that the Administrative Agent may take each Lender (including any additional Lender, if any) shall hold its ratable share of all outstanding Loans (and all actions as may be reasonably necessary to ensure that, participation interests in Letters of Credit) after giving effect to its increased or additional Commitment and the resulting increase in the Aggregate Commitment Amount, provided that the Borrower shall pay any increase pursuant amounts due under Section 2.16 to this the extent that any such purchase gives rise to the costs indemnified thereby, and any other amounts due under Section 2.89.03. (c) As a condition precedent to such increase, the outstanding Loans (if any) are held by Borrower shall deliver to the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion Administrative Agent a certificate dated as of the Administrative Agent, following consultation with Additional/Increased Commitment Effective Date (in sufficient copies for each Lender) signed by an officer of the Borrower, Borrower (i) certifying and attaching the resolutions adopted by requiring the outstanding Loans Borrower approving or consenting to be prepaid with the proceeds of a new Loansuch increase, (ii) by causing Non-Increasing Banks to assign portions including a certificate of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as the type described in Section 5.01(c) demonstrating pro forma compliance with Section 6.09 after giving effect to such Loans up to the effective date of such assignment or increase and (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject certifying that, before and after giving effect to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower contained in Section 8 shall be Article III are true and correct on and as of the date Additional/Increased Commitment Effective Date and no Default or Event of the increase Default exists. The Borrower shall execute and deliver replacement notes if requested in Commitments accordance with the same force and effect as if made on and as of Section 2.10(e) reflecting such date (unless stated to relate solely to an earlier dateLender’s Commitment, in which case such representations and warranties notes shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect dated as of the Effective Date date of this Agreement. (after giving effect d) This Section shall supersede any provision in Section 9.02 to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentcontrary.

Increase in Commitments. (a) The Parent Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total aggregate Revolving Commitments be increased by an aggregate amount not to exceed less than $1,500,000,00010,000,000 for any such increase; provided that after giving effect to any such increase the Borrower may sum of the total Revolving Commitments shall not make more than 3 such requestsexceed $100,000,000. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the Revolving Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 30 days nor or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Revolving Commitment by its applicable Pro Rata Share such Lender’s Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Parent Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days Business Days after the date of the Administrative AgentParent Borrower’s notice, either agree to increase its applicable Revolving Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its applicable Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days Business Days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day Business Day after the Administrative Agent Parent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have declined or agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Parent Borrower, the Parent Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank provide Revolving Commitments or increase their existing Revolving Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), withheld) and the Borrower Borrowers and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Augmenting Bank’s Commitment Lender and/or its status as a Bank Lender hereunder. Any such increase in the aggregate Revolving Commitments may be made in an amount that which is less than the increase requested by the Parent Borrower if the Parent Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The Borrower maymay at any time and from time to time not later than six months prior to the Maturity Date, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an amount of at least $25,000,000 on the occasion of any increase and not in excess of $100,000,000 in the aggregate amount not to exceed $1,500,000,000; provided that under this Agreement and the Borrower may not make more than 3 such requests364-day Credit Agreement, being entered into on the date hereof. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 15 days nor or more than 60 30 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 15 days after the date of the Administrative Agent’s Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “"Increasing Bank”Lender") or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 15 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “Non-"Non- Increasing Bank”Lender"). In the event that, on the 10th 15th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this clause (a) being called an “"Augmenting Bank”Lender"), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), and the Borrower withheld) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or and its status as a Bank Lender hereunder. Any such increase may be made Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in an amount that is less than the increase requested notice delivered by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to the first sentence of this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Sharesparagraph. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding Notwith standing the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.8 unless paragraph unless, (i) on the date of such increase, the conditions set forth in paragraphs (Aa),(b) no Default and (c) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from executed by a Financial Officer of the increase in Commitments as set forth herein Borrower and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. (b) On the effective date (the "Increase Effective Date") of any increase in the total Commitments pursuant to paragraph (a) above (the "Commitment Increase"), (i) the aggregate principal amount of the Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory Lender prior to the relevant Commitment Increase shall pay to the Administrative Agent) that Agent in same day funds an amount equal to the difference between (A) each the product of (1) such Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the conditions set forth in the preceding clauses related Subsequent Borrowings (ias hereinafter defined) and (ii) have been satisfied and (B) on the product of (1) such Lender's Applicable Percentage (calculated without giving effect to such Commitment Increase) multiplied by (2) the amount of the related Initial Loans, (iii) each Augmenting Lender that shall not have been a historical pro forma basis Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the incurrence amount of the related Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated without giving effect to such Commitment increase or Increase) multiplied by (2) the amount of the related Initial Loans, as and (B) the case may beproduct of (1) as such Non- Increasing Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the related Subsequent Borrowings, (v) after the effectiveness of such Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of related Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each related Subsequent Borrowing (calculated after giving effect to such Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the related Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the relevant Increase Effective Date occurs other than on the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative AgentInterest Period relating thereto.

Increase in Commitments. (a) The Borrower mayBorrower, by written notice to the Administrative Agent in substantially the form of Exhibit JAgent, may request that the total Class D Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that the Borrower may aggregate amount by which the Class D Commitments are increased pursuant to this Section after the Restatement Effective Date shall not make more than 3 such requestsexceed $150,000,000. Such notice shall set forth (i) the amount of the requested increase and (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountii) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent), the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Class D Lender the opportunity to increase its Commitment Class D Commitment, by its applicable Pro Rata Share Applicable Class D Percentage of the proposed increased amount. Each such Bank Class D Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment Class D Commitment, by all or a portion of the offered amount (each Bank Class D Lender so agreeing being an “Increasing BankLender”) or decline to increase its Class D Commitment (and any Bank such Class D Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class D Commitment) (each Bank such Class D Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Class D Lenders shall have agreed pursuant to the preceding sentence to increase their Class D Commitments by an aggregate amount less than the increase in the total Class D Commitments requested by the Borrower, the Borrower may may, at its expense, arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankClass D Lender, to extend Bank Class D Commitments or increase their existing Class D Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Class D Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), and the Borrower ) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Class D Commitment and/or its status as a Bank Class D Lender hereunder. Any such increase in the total Class D Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the “Increase Effective Date”) of any increase in the parties hereto hereby agrees that Class D Commitments pursuant to this Section 2.22 (the Administrative Agent may take “Commitment Increase”), if any Class D Revolving Loans are outstanding, the Borrower (i) shall prepay all Class D Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and all actions as may (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class D Revolving Loans in accordance with this Agreement, which Class D Revolving Loans shall be reasonably necessary to ensure that, made by the Class D Lenders ratably in accordance with their respective Applicable Class D Percentage (calculated after giving effect to any increase the Class D Commitment Increase); provided that such prepayment of Class D Revolving Loans pursuant to this Section 2.8, paragraph shall not be required if such Class D Commitment Increase is effected entirely by ratably increasing the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion Class D Commitments of the Administrative Agent, following consultation with the Borrower, existing Class D Lenders. The payments made pursuant to clause (i) by requiring the outstanding Loans to be prepaid with the proceeds above in respect of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) each Eurodollar Loan shall be subject to Section 6.52.15. (c) Increases and new Class D Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, but shall otherwise each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be without premium necessary or penalty. appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (d) Notwithstanding the foregoing, no increase in the total Class D Commitments (or in the Class D Commitment of any Class D Lender) or addition of a new Class D Lender shall become effective under this Section 2.8 unless (i) on the effective date of such increase, (A) no Default the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made executed by the Borrower in Section 8 shall be true and correct on and as a Financial Officer of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date)Borrower, (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Class D Lenders) documents consistent with those delivered on the preceding Restatement Effective Date under clauses (ic) and (iie) have been satisfied of Section 6 of the Amendment and (B) on a historical pro forma basis (Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the incurrence of Restatement Effective Date already contemplate an increase in an amount at least equal to the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day amount of such fiscal quarter increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class D Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000 and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentno Default exists or would exist after giving effect thereto.

Increase in Commitments. (a) The Borrower maymay at any time and from time to time not later than six months prior to the Maturity Date, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an amount of at least $25,000,000 on the occasion of any increase and not in excess of $100,000,000 in the aggregate amount not to exceed $1,500,000,000; provided that under this Agreement and the Borrower may not make more than 3 such requeststhree-year Credit Agreement, being entered into on the date hereof. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 15 days nor or more than 60 30 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 15 days after the date of the Administrative Agent’s Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “"Increasing Bank”Lender") or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 15 days shall be deemed to have declined to increase its Commitment) (each Bank Lender so declining or being deemed to have declined being a “"Non-Increasing Bank”Lender"). In the event that, on the 10th 15th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this clause (a) being called an “"Augmenting Bank”Lender"), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), and the Borrower withheld) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or and its status as a Bank Lender hereunder. Any such increase may be made Increases and new Commitments created pursuant to this clause (a) shall become effective on the date specified in an amount that is less than the increase requested notice delivered by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to the first sentence of this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Sharesparagraph. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding Notwith standing the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) shall become effective under this Section 2.8 unless paragraph unless, (i) on the date of such increase, the conditions set forth in paragraphs (Aa),(b) no Default and (c) of Section 4.02 shall be satisfied (with all references in such paragraphs to a Borrowing being deemed to be references to such increase) and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from executed by a Financial Officer of the increase in Commitments as set forth herein Borrower and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) documents consistent with those delivered on the Effective Date under clauses (b) and (c) of Section 4.01 as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase. (b) On the effective date (the "Increase Effective Date") of any increase in the total Commitments pursuant to paragraph (a) above (the "Commitment Increase"), (i) the aggregate principal amount of the Loans outstanding (the "Initial Loans") immediately prior to giving effect to the Commitment Increase on the Increase Effective Date shall be deemed to be paid, (ii) each Increasing Lender and each Augmenting Lender that shall have been a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory Lender prior to the relevant Commitment Increase shall pay to the Administrative Agent) that Agent in same day funds an amount equal to the difference between (A) each the product of (1) such Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the conditions set forth in the preceding clauses related Subsequent Borrowings (ias hereinafter defined) and (ii) have been satisfied and (B) on the product of (1) such Lender's Applicable Percentage (calculated without giving effect to such Commitment Increase) multiplied by (2) the amount of the related Initial Loans, (iii) each Augmenting Lender that shall not have been a historical pro forma basis Lender prior to the Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Augmenting Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the incurrence amount of the related Subsequent Borrowings, and (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Non-Increasing Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Non-Increasing Lender's Applicable Percentage (calculated without giving effect to such Commitment increase or Increase) multiplied by (2) the amount of the related Initial Loans, as and (B) the case may beproduct of (1) as such Non-Increasing Lender's Applicable Percentage (calculated after giving effect to such Commitment Increase) multiplied by (2) the amount of the related Subsequent Borrowings, (v) after the effectiveness of such Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of related Initial Loans and of the types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (vi) each Non-Increasing Lender, each Increasing Lender and each Augmenting Lender shall be deemed to hold its Applicable Percentage of each related Subsequent Borrowing (calculated after giving effect to such Commitment Increase) and (vii) the Borrower shall pay each Increasing Lender and each Non-Increasing Lender any and all accrued but unpaid interest on the related Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the relevant Increase Effective Date occurs other than on the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative AgentInterest Period relating thereto.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that the Borrower may total Commitments shall not make be increased by more than 3 such requests$250,000,000 during the term of this Agreement pursuant to this Section. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent Agent, each Issuing Bank and the Swingline Lender (which such approvals shall not to be unreasonably withheld or delayedwithheld), and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the total Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to this Section 2.20 (the “Commitment Increase”), if any Revolving Loans are outstanding, then (unless the Commitment Increase is being effected by an increase in each Lender’s Commitment ratably in accordance with its Applicable Percentage) the Borrower (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of the parties hereto hereby agrees that Types and for the Administrative Agent may take any Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall be made by the Lenders (including the Increasing Lenders and all actions as may be reasonably necessary to ensure thatthe Augmenting Lenders, if any) ratably in accordance with their respective Commitments (calculated after giving effect to any increase the Commitment Increase). The payments made pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, clause (i) by requiring the outstanding Loans to be prepaid with the proceeds above in respect of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) each Eurodollar Loan shall be subject to Section 6.52.16. (c) Increases and new Commitments created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above; provided that the Borrower may, but shall otherwise with the consent of the Administrative Agent (such consent not to be without premium or penalty. unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Administrative Agent no less than two Business Days prior to the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above. (d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section 2.8 unless (i) on the date of such increase, the conditions set forth in paragraphs (Aa) no Default and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from executed by a Financial Officer of the increase in Commitments as set forth herein Borrower and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Lenders) documents consistent with those delivered on the preceding Effective Date under clauses (ib) and (iic) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent4.01.

Increase in Commitments. (aA) The Borrower mayBorrower, by written notice to the Administrative Agent in substantially the form of Exhibit JAgent, may request that the total Class D Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that the Borrower may aggregate amount by which the Class D Commitments are increased pursuant to this Section after the Restatement Effective Date shall not make more than 3 such requestsexceed $150,000,000. Such notice shall set forth (i) the amount of the requested increase and (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountii) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice unless otherwise agreed by the Borrower and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent), the Administrative Agent and shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Class D Lender the opportunity to increase its Commitment Class D Commitment, by its applicable Pro Rata Share Applicable Class D Percentage of the proposed increased amount. Each such Bank Class D Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment Class D Commitment, by all or a portion of the offered amount (each Bank Class D Lender so agreeing being an “Increasing BankLender”) or decline to increase its Class D Commitment (and any Bank such Class D Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Class D Commitment) (each Bank such Class D Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Class D Lenders shall have agreed pursuant to the preceding sentence to increase their Class D Commitments by an aggregate amount less than the increase in the total Class D Commitments requested by the Borrower, the Borrower may may, at its expense, arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankClass D Lender, to extend Bank Class D Commitments or increase their existing Class D Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Class D Lender hereunder, shall be subject to the prior written approval of the Administrative Agent (which approvals approval shall not be unreasonably withheld or delayed), and the Borrower ) and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Class D Commitment and/or its status as a Bank Class D Lender hereunder. Any such increase in the total Class D Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (bB) Each On the effective date (the “Increase Effective Date”) of any increase in the parties hereto hereby agrees that Class D Commitments pursuant to this Section 2.22 (the Administrative Agent may take “Commitment Increase”), if any Class D Revolving Loans are outstanding, the Borrower (i) shall prepay all Class D Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and all actions as may (ii) may, at its or their option, fund such prepayment by simultaneously borrowing Class D Revolving Loans in accordance with this Agreement, which Class D Revolving Loans shall be reasonably necessary to ensure that, made by the Class D Lenders ratably in accordance with their respective Applicable Class D Percentage (calculated after giving effect to any increase the Class D Commitment Increase); provided that such prepayment of Class D Revolving Loans pursuant to this Section 2.8, paragraph shall not be required if such Class D Commitment Increase is effected entirely by ratably increasing the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion Class D Commitments of the Administrative Agent, following consultation with the Borrower, existing Class D Lenders. The payments made pursuant to clause (i) by requiring the outstanding Loans to be prepaid with the proceeds above in respect of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) each Eurodollar Loan shall be subject to Section 6.52.15. (C) Increases and new Class D Commitments created pursuant to this Section 2.22 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above unless otherwise agreed by the Borrower and the Administrative Agent. A Commitment Increase shall become effective pursuant to an amendment (the “Incremental Amendment”) to this Agreement executed by the Borrower, but shall otherwise each Increasing Lender, each Augmenting Lender and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be without premium necessary or penalty. appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. (D) Notwithstanding the foregoing, no increase in the total Class D Commitments (or in the Class D Commitment of any Class D Lender) or addition of a new Class D Lender shall become effective under this Section 2.8 unless (i) on the effective date of such increase, (A) no Default the conditions set forth in Section 4.02 shall be satisfied as though a Borrowing were being made on such date and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made executed by the Borrower in Section 8 shall be true and correct on and as a Financial Officer of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date)Borrower, (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Class D Lenders) documents consistent with those delivered on the preceding Restatement Effective Date under clauses (ic) and (iie) have been satisfied of Section 6 of the Amendment and (B) on a historical pro forma basis (Restatement Agreement as to the corporate power and authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the incurrence of Restatement Effective Date already contemplate an increase in an amount at least equal to the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day amount of such fiscal quarter increase, stating that such documents remain in full force and effect on the date of such increase and have not been annulled, modified, rescinded or revoked), (iii) no single Class D Lender or Augmenting Lender shall participate in such increase in an amount exceeding $50,000,000 and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentno Default exists or would exist after giving effect thereto.

Increase in Commitments. (a) The Borrower Company may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form Lenders of Exhibit Jthe applicable Class), request that the total Tranche A Commitments or the Tranche B Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that the Borrower may total Commitments shall not make be increased by more than 3 such requestsUS$500,000,000 during the term of this Agreement pursuant to this Section. Such notice shall set forth the amount of the requested increase (which shall in the total Commitments, the Class to be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) so increased and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt shall offer each Lender of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Class the opportunity to increase its Commitment of such Class by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower Company and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentCompany’s notice, either agree to increase its Commitment of the applicable Class by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment of the applicable Class (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”Commitment of such Class). In the event that, on the 10th day after the Administrative Agent Company shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders of the applicable Class shall have agreed pursuant to the preceding sentence to increase their Commitments of such Class by an aggregate amount less than the increase in the total Commitments of such Class requested by the BorrowerCompany, the Borrower Company may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments of such Class or increase their existing Commitments of such Class in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender of either Class hereunder, shall be subject to the prior written approval of the Administrative Agent Agent, each Issuing Bank and each Swingline Lender (which such approvals shall not to be unreasonably withheld or delayedwithheld), and the Borrower Company and each [[NYCORP:3024149v15:4452W:11/30/07--12:40 p]] Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence its Commitment of such Augmenting Bank’s Commitment Class and/or its status as a Bank Lender of such Class hereunder. Any such increase in the total Commitments of either Class may be made in an amount that which is less than the increase requested by the Borrower Company if the Borrower Company is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially the form of Exhibit J“D”, request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000375,000,000; provided that the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 100,000,000 and in minimum increments of $10,000,000 5,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K“E”, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L“F”, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M “F” or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 Exhibit “G” evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.82.9, the outstanding Loans Accommodations Outstanding (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans Accommodations Outstanding to be prepaid with the proceeds of a new LoanAccommodation, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans Accommodations Outstanding to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans Accommodations up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.56.3, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 2.9 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and S&P, ▇▇▇▇▇’▇ and DBRS to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or LoansAccommodations, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or LoansAccommodations, as the case may be) as of the last day of the most recently completed Fiscal Quarter Six Month Period with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter Six Month Period and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The Borrower may, by written notice At any time on or after the date hereof and prior to the Administrative Agent second anniversary of the Amendment Effective Date, the Borrower shall have the right, so long as no Default or Event of Default shall have occurred and be continuing, in substantially each case with the form prior written consent of Exhibit Jthe Required Class A Lenders and the Required Class B Lenders, request that to increase the total Commitments be increased by an aggregate amount not of the Commitments hereunder by adding a new class of Commitments and (i) enabling any Lender or Lenders to exceed $1,500,000,000; provided that the Borrower may not make more than 3 increase its (or their) Commitment (or Commitments) by adding Commitments of such requests. Such notice shall set forth new class up to the amount of any such increase and/or (ii) subject to clause (b) below, adding a lender or lenders hereto (the requested increase (identity of which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor more than 60 days after the date of such notice and which, in any event, must be on or prior subject to the Commitment Termination Date). Upon the receipt consent of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall consent will not be unreasonably withheld withheld) with a Commitment or delayedCommitments of such class of up to the amount (or aggregate amount) of such increase (which lender or lenders shall become “Lenders” hereunder); provided that: (A) in no event shall any Lender’s Commitment be increased without the consent of such Lender, (B) any such increase shall be in an integral multiple of $5,000,000, (C) in no event shall any increase result in the total aggregate amount of the Commitments (without giving effect to any prior reduction or termination thereof) exceeding $275,350,000 and (D) the Borrower shall pay any fee payable to a new Lender or a Lender increasing its Commitment, and reasonable and documented disbursements and other charges of counsel associated with the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially increase in the form amount of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitments. (b) Each of the parties hereto hereby agrees that The Borrower shall provide the Administrative Agent with prior written notice of its intention to effect a Commitment increase pursuant to Section 2.17(a), which notice shall state the desired amount of such increase and the proposed effective date thereof (which shall not be less than 10 Business Days after the date of such notice). Upon receipt of such notice, the Administrative Agent shall provide the Lenders with a copy thereof. The Borrower shall offer any such proposed Commitment increase to the existing Lenders (although no existing Lender shall be obligated to commit to such increase), provided that if existing Lenders have not committed to such increase in the amount requested (or permitted under clause (a) above) by the proposed effective date specified in such notice, the Borrower may take offer the remaining uncommitted portion of such increase (up to the amount requested, but not to exceed the amount permitted under clause (a) above) to other lenders that would be eligible assignees under Section 9.04 and that are reasonably acceptable to the Administrative Agent, such offer to be on terms no better than the terms offered to the existing Lenders (including with respect to any and all actions as may be reasonably necessary fees payable in connection with such increase). In the event there are existing Lenders that have committed to ensure thata Commitment increase, after the Administrative Agent shall allocate such additional Commitments pro rata, based on the Commitments of such Lenders prior to giving effect to such increase, provided that no Lender’s additional Commitment shall be greater than the amount such Lender shall have committed to provide. In the event that any remaining uncommitted portion of a requested Commitment increase has been offered to other lenders in accordance with this clause (b) and such lenders have committed to such remaining portion in excess of the amount thereof, then the Administrative Agent shall have the right to allocate such commitments on whatever basis the Administrative Agent determines is appropriate in consultation with the Borrower. (c) Prior to or contemporaneously with any Commitment increase pursuant to this Section 2.82.17, amendments or other modifications to this Agreement and the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier dateother Loan Documents, in which each case such representations in form and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably substance satisfactory to the Administrative Agent) that (A) each of the conditions set forth , shall be entered into in the preceding clauses (i) order to effect such increase and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect any changes to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered such documents reasonably requested by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agentin connection therewith.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that the Borrower may total Commitments shall not make be increased by more than 3 such requests$500,000,000 during the term of this Agreement pursuant to this Section. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent Agent, and each Issuing Bank and the Swingline Lender (which such approvals shall not to be unreasonably withheld or delayedwithheld), and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the total Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to this Section 2.20 (the “Commitment Increase”), if any Revolving Loans are outstanding, then (unless the Commitment Increase is being effected by an increase in each Lender’s Commitment ratably in accordance with its Applicable Percentage) the Borrower (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of the parties hereto hereby agrees that Types and for the Administrative Agent may take any Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall be made by the Lenders (including the Increasing Lenders and all actions as may be reasonably necessary to ensure thatthe Augmenting Lenders, if any) ratably in accordance with their respective Commitments (calculated after giving effect to any increase the Commitment Increase). The payments made pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, clause (i) by requiring the outstanding Loans to be prepaid with the proceeds above in respect of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) each Term SOFR Loan shall be subject to Section 6.52.16. (c) Increases and new Commitments created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above; provided that the Borrower may, but shall otherwise with the consent of the Administrative Agent (such consent not to be without premium or penalty. unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Administrative Agent no less than two Business Days prior to the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above. (d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section 2.8 unless (i) on the date of such increase, the conditions set forth in paragraphs (Aa) no Default and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from executed by a Financial Officer of the increase in Commitments as set forth herein Borrower and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Lenders) documents consistent with those delivered on the preceding Effective Date under clauses (ib) and (iic) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent4.01.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that the Borrower may total Commitments shall not make be increased by more than 3 such requests$500,000,000 during the term of this Agreement pursuant to this Section. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent Agent, each Issuing Bank and the Swingline Lender (which such approvals shall not to be unreasonably withheld or delayedwithheld), and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the total Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to this Section 2.20 (the “Commitment Increase”), if any Revolving Loans are outstanding, then (unless the Commitment Increase is being effected by an increase in each Lender’s Commitment ratably in accordance with its Applicable Percentage) the Borrower (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of the parties hereto hereby agrees that Types and for the Administrative Agent may take any Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall be made by the Lenders (including the Increasing Lenders and all actions as may be reasonably necessary to ensure thatthe Augmenting Lenders, if any) ratably in accordance with their respective Commitments (calculated after giving effect to any increase the Commitment Increase). The payments made pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, clause (i) by requiring the outstanding Loans to be prepaid with the proceeds above in respect of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) each EurodollarTerm SOFR Loan shall be subject to Section 6.52.16. (c) Increases and new Commitments created pursuant to this Section 2.20 shall become effective on the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above; provided that the Borrower may, but shall otherwise with the consent of the Administrative Agent (such consent not to be without premium or penalty. unreasonably withheld), extend such date by up to 30 days by delivering written notice to the Administrative Agent no less than two Business Days prior to the date specified in the notice delivered by the Borrower pursuant to the first sentence of paragraph (a) above. (d) Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section 2.8 unless (i) on the date of such increase, the conditions set forth in paragraphs (Aa) no Default and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from executed by a Financial Officer of the increase in Commitments as set forth herein Borrower and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Lenders) documents consistent with those delivered on the preceding Effective Date under clauses (ib) and (iic) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent4.01.

Increase in Commitments. (a) The Borrower may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount not to exceed less than $1,500,000,00025,000,000 for any such increase; provided that after giving effect to any such increase the Borrower may sum of the total Commitments shall not make more than 3 such requestsexceed $150,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.09. Such notice shall set forth the amount of the requested increase (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) the total Commitments and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution referred to in this clause (a) being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent and each Issuing Bank (which approvals shall not be unreasonably withheld or delayed), withheld) and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the total Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to this Section 2.20 (the “Commitment Increase”), if any Revolving Loans are outstanding, the Borrower (i) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (ii) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans of the parties hereto hereby agrees that Types and for the Administrative Agent may take any Interest Periods specified in a Borrowing Request delivered pursuant to Section 2.03, which Revolving Loans shall be made by the Lenders (including the Increasing Lenders and all actions as may be reasonably necessary to ensure thatthe Augmenting Lenders, if any) ratably in accordance with their respective Commitments (calculated after giving effect to any increase the Commitment Increase). The payments made pursuant to clause (i) above in respect of each Eurodollar Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto. (c) Increases and new Commitments created pursuant to this Section 2.8, 2.20 shall become effective on the outstanding Loans (if any) are held date specified in the notice delivered by the Banks in accordance Borrower pursuant to the first sentence of paragraph (a) above; provided that the Borrower may, with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion consent of the Administrative Agent, following consultation with the Borrower, Agent (i) by requiring the outstanding Loans such consent not to be prepaid with unreasonably withheld), extend such date by up to 30 days by delivering written notice to the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not Administrative Agent no less than all principal and interest and fees accrued as to such Loans up three Business Days prior to the effective date specified in the notice delivered by the Borrower pursuant to the first sentence of such assignment or paragraph (iiia) by any combination of the foregoing. Any prepayment or assignment described in this clause above. (bd) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of an Augmenting Lender shall become effective under this Section 2.8 unless unless, (i) on the date of such increase, the conditions set forth in paragraphs (Aa) no Default and (b) of Section 4.02 shall be satisfied and the Administrative Agent shall have occurred received a certificate to that effect dated such date and be continuing or will result from executed by a Financial Officer of the increase in Commitments as set forth herein Borrower, and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Lenders) documents consistent with those delivered on the preceding Effective Date under clauses (ib) and (iic) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent4.01.

Increase in Commitments. (a) The Borrower a)The Company may, by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form Lenders of Exhibit Jthe applicable Class), request that the total Tranche A Commitments or the Tranche B Commitments be increased by an aggregate amount not to exceed $1,500,000,000increased; provided that the Borrower may total Commitments shall not make be increased by more than 3 such requestsUS$500,000,000 during the term of this Agreement pursuant to this Section. Such notice shall set forth the amount of the requested increase (which shall in the total Commitments, the Class to be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amount) so increased and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt shall offer each Lender of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Class the opportunity to increase its Commitment of such Class by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender of the applicable Class shall, by notice to the Borrower Company and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentCompany’s notice, either agree to increase its Commitment of the applicable Class by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment of the applicable Class (and any Bank Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”Commitment of such Class). In the event that, on the 10th day after the Administrative Agent Company shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders of the applicable Class shall have agreed pursuant to the preceding sentence to increase their Commitments of such Class by an aggregate amount less than the increase in the total Commitments of such Class requested by the BorrowerCompany, the Borrower Company may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments of such Class or increase their existing Commitments of such Class in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender of either Class hereunder, shall be subject to the prior written approval of the Administrative Agent Agent, each Issuing Bank and each Swingline Lender (which such approvals shall not to be unreasonably withheld or delayedwithheld), and the Borrower Company and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence its Commitment of such Augmenting Bank’s Commitment Class and/or its status as a Bank Lender of such Class hereunder. Any such increase in the total Commitments of either Class may be made in an amount that which is less than the increase requested by the Borrower Company if the Borrower Company is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase pursuant to this Section 2.8, the outstanding Loans (if any) are held by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all respects as of such earlier date), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The Borrower After the Closing Date, the Agent may, from time to time upon five (5) Business Days prior notice by written notice Capital on behalf of the Obligors of a request to increase the Aggregate Commitment, increase the Aggregate Commitment by (x) admitting additional Lenders hereunder (each a "Subsequent Lender"), or (y) increasing the Commitment of any Lender (each an "Increasing Lender"), subject to the Administrative Agent following conditions: (i) each Subsequent Lender is an Eligible Assignee; (ii) Borrowers execute (A) a new Note payable to the order of a Subsequent Lender, if requested by such Subsequent Lender, or (B) a replacement Note payable to the order of an Increasing Lender, if requested by such Increasing Lender; (iii) each Subsequent Lender executes a signature page to this Agreement; (iv) after giving effect to the admission of any Subsequent Lender or the increase in substantially the form Commitment of Exhibit Jany Increasing Lender, request that the total Commitments be increased by an aggregate amount Aggregate Commitment does not to exceed $1,500,000,000; provided that 150,000,000; (v) each increase in the Borrower may not make more than 3 such requests. Such notice shall set forth the amount of the requested increase (which Aggregate Commitment shall be in a the minimum amount of $500,000,000 and in minimum increments 5,000,000 or a greater integral multiple of $10,000,000 above that amount1,000,000; (vi) and no admission of any Subsequent Lender shall increase the date on which Commitment of any existing Lender without the consent of such increase is requested to become effective existing Lender; (which vii) no Lender shall be not less than 10 days nor more than 60 days after an Increasing Lender without the date consent of such notice and which, in any event, must be on Lender; and (viii) no Default or prior Event of Default exists nor would occur after giving effect to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank the opportunity to increase its Commitment by its applicable Pro Rata Share of the proposed increased amount. Each such Bank shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Bank so agreeing being an “Increasing Bank”) or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank so declining or being deemed to have declined being a “Non-Increasing Bank”). In the event that, on the 10th day after the Administrative Agent shall have delivered a notice pursuant to the second sentence of this paragraph, the Increasing Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any such bank or other entity being called an “Augmenting Bank”), which may include any Bank, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, that each Augmenting Bank that is not an existing Bank shall be subject to the prior written approval of the Administrative Agent (which approvals shall not be unreasonably withheld or delayed), and the Borrower and each Augmenting Bank that is not an existing Bank shall execute a joinder substantially in the form of Exhibit M or such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s Commitment and/or its status as a Bank hereunder. Any such increase may be made in an amount that is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised Commitmentsincrease. (b) Each After the admission of any Subsequent Lender or the parties hereto hereby agrees increase in the Commitment of any Increasing Lender, the Agent shall promptly provide to each Lender a new Schedule I to this Agreement. In the event that the Administrative Agent may take there are any and all actions as may be reasonably necessary to ensure that, Revolving Loans and/or Letters of Credit outstanding after giving effect to any an increase in the Aggregate Commitment pursuant to this Section 2.82.9, upon notice from the Agent to each Lender, the outstanding amount of such Revolving Loans (if any) are held by owing to each Lender and the Banks in accordance with their amount of each Lender's L/C Participation shall be appropriately adjusted to reflect the new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion Commitment Percentages of the Administrative Agent, following consultation with the Borrower, Lenders (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up to the effective date of such assignment or (iii) by any combination of the foregoing. Any prepayment or assignment described in this clause (b) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the Commitments shall become effective under this Section 2.8 unless (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower in Section 8 shall be true and correct on and as of the date of the increase in Commitments with the same force and effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties Obligors shall be true and correct in all respects as of such earlier datepay any amounts required under Section 4.10), (ii) the Borrower Debt Ratings assigned by S&P and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be), (iii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) each of the conditions set forth in the preceding clauses (i) and (ii) have been satisfied and (B) on a historical pro forma basis (after giving effect to the incurrence of the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day of such fiscal quarter and (iv) the Administrative Agent shall have received all fees to be mutually agreed between the Borrower and the Administrative Agent.

Increase in Commitments. (a) The Borrower may, from time to time by written notice to the Administrative Agent in substantially (which shall promptly deliver a copy to each of the form of Exhibit JLenders), request that the total Commitments be increased by an aggregate amount not to exceed less than $1,500,000,00010,000,000 for any such increase; provided that after giving effect to all such increases the Borrower may total Commitments shall not make more than 3 such requestsexceed $2,500,000,000 minus any amount by which the Commitments shall have been reduced pursuant to Section 2.09. Such notice shall set forth (i) the amount of the requested increase in the Commitments and (which shall be in a minimum amount of $500,000,000 and in minimum increments of $10,000,000 above that amountii) and the date on which such increase is requested to become effective (which shall be not less than 10 days nor Business Days or more than 60 days after the date of such notice notice), and which, in any event, must be on or prior to the Commitment Termination Date). Upon the receipt of such request by the Administrative Agent, the Administrative Agent shall give notice promptly to each Bank substantially in the form of Exhibit K, which notice will offer each such Bank Lender the opportunity to increase its Commitment by its applicable Pro Rata Share Applicable Percentage of the proposed increased amount. Each such Bank Lender shall, by notice to the Borrower and the Administrative Agent substantially in the form of Exhibit L, given not more than 10 days after the date of the Administrative AgentBorrower’s notice, either agree to increase its Commitment Commitment, by all or a portion of the offered amount (each Bank Lender so agreeing being an “Increasing BankLender”) or decline to increase its Commitment (and any Bank such Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Bank such Lender so declining or being deemed to have declined being a “Non-Increasing BankLender”). In the event that, on the 10th day after the Administrative Agent Borrower shall have delivered a notice pursuant to the second first sentence of this paragraph, the Increasing Banks Lenders shall have declined the requested increase or agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the total Commitments requested by the Borrower, the Borrower may arrange for one or more banks or other entities financial institutions (any such bank or other entity financial institution being called an “Augmenting BankLender”), which may include any BankLender, to extend Bank Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided, however, provided that each Augmenting Bank that is Lender, if not an existing Bank already a Lender hereunder, shall be subject to the prior written approval of the Administrative Agent and each Issuing Bank (which approvals approval shall not be unreasonably withheld or delayed), withheld) and the Borrower and each Augmenting Bank that is not an existing Bank Lender shall execute a joinder substantially in the form of Exhibit M or all such other documentation as the Administrative Agent shall reasonably specify to evidence such Augmenting Bank’s its Commitment and/or its status as a Bank Lender hereunder. Any such increase in the total Commitments may be made in an amount that which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Banks. The Borrower and the Administrative Agent shall execute an amendment to Schedule 1 evidencing the revised CommitmentsLenders. (b) Each On the effective date (the “Increase Effective Date”) of any increase in the total Commitments pursuant to this Section 2.20 (the “Commitment Increase”), (i) each of the parties hereto hereby agrees Non-Increasing Lenders shall assign to each of the Increasing Lenders and Augmenting Lenders, and each of the Increasing Lenders and Augmenting Lenders shall purchase from each of the Non-Increasing Lenders, at the principal amount thereof, such interests in the outstanding Loans and participations in Letters of Credit outstanding on such Increase Effective Date that the Administrative Agent may take any and all actions as may be reasonably necessary to ensure thatwill result in, after giving effect to all such assignments and purchases, such Loans and participations in Letters of Credit being held by Lenders ratably in accordance with their Commitments after giving effect to the addition of any increase Augmenting Loan Commitment to the Commitments, (ii) each Augmenting Loan Commitment shall be deemed for all purposes a Commitment and each Loan made thereunder shall be deemed, for all purposes, a Loan and have the same terms as any existing Loan and (iii) each Augmenting Lender shall become a Lender with respect to the Commitments and all matters relating thereto. (c) Increases and new Commitments created pursuant to this Section 2.8, 2.20 shall become effective on the outstanding Loans (if any) are held date specified in the notice delivered by the Banks in accordance with their new applicable Pro Rata Shares. This may be accomplished at the reasonable discretion of the Administrative Agent, following consultation with the Borrower, (i) by requiring the outstanding Loans to be prepaid with the proceeds of a new Loan, (ii) by causing Non-Increasing Banks to assign portions of their outstanding Loans to Increasing Banks and/or Augmenting Banks, for a consideration that is not less than all principal and interest and fees accrued as to such Loans up Borrower pursuant to the effective date first sentence of such assignment or paragraph (iiia) by any combination of the foregoing. Any prepayment or assignment described in this clause above. (bd) shall be subject to Section 6.5, but shall otherwise be without premium or penalty. Notwithstanding the foregoing, no increase in the total Commitments (or in the Commitment of any Lender) or addition of a new Lender shall become effective under this Section 2.8 unless unless, (i) on the date of such increase, (A) no Default shall have occurred and be continuing or will result from the increase in Commitments as set forth herein and (B) the representations and warranties made by the Borrower set forth in Section 8 this Agreement shall be true and correct on and as in all material respects (without duplication of the date of the increase in Commitments with the same force and effect as if made any materiality qualifier) on and as of such date (unless stated to relate solely to an earlier expressly made as of another date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier) on and as of such earlier other date), ) and (iiB) the Borrower Debt Ratings assigned by S&P on such date and ▇▇▇▇▇’▇ to the Index Debt shall be equal to or better than their respective ratings of such Borrower’s Index Debt in effect as of the Effective Date (immediately after giving effect to such increase, no Default or Event of Default shall have occurred and be continuing and the incurrence of the Commitment increase or LoansAdministrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer, as the case may be), and (iiiii) the Administrative Agent shall have received a compliance certificate certifying and showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Administrative Agent) that (A) sufficient copies for each of the conditions set forth in Lenders) documents consistent with those delivered on the preceding Effective Date under clauses (ib) and (iic) have been satisfied of Section 4.01 as to the corporate power and (B) on a historical pro forma basis (authority of the Borrower to borrow hereunder after giving effect to such increase (or, if such documents delivered on the incurrence of Effective Date already contemplate an increase in an amount at least equal to the Commitment increase or Loans, as the case may be) as of the last day of the most recently completed Fiscal Quarter with respect to which, pursuant to Section 9.1, financial statements have been, or are required to have been, delivered by the Borrower, the Borrower would be in compliance with Section 9.10 as of the last day amount of such fiscal quarter increase, stating that such documents remain in full force and (iv) effect on the Administrative Agent shall date of such increase and have received all fees to be mutually agreed between the Borrower and the Administrative Agentnot in anywise been annulled, modified, rescinded or revoked).