Common use of Increase in the Aggregate Commitments Clause in Contracts

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not the Commitments have been reduced pursuant to Section 4.5, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank that is willing, in its sole discretion, to participate in such requested Commitment Increase (each an “Increasing Bank”) shall give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b) (each such Eligible Assignee, an “Assuming Bank”) shall become a Bank party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank pursuant to the last sentence of Section 2.6(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d), the Administrative Agent shall notify the Banks (including, without limitation, each Assuming Bank) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each Assuming Bank on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Company may, and, after the Co-Borrower Joinder Date, the Company and the Co-Borrower may, at not more than once in any time, whether or not calendar year prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof 25,000,000 (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) ), as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and 7,000,000,000, (ii) on the date of any request by the Borrower Company for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 3.04 shall be satisfiedsatisfied and (iii) each Commitment Increase shall increase the Co-Borrower Sublimit by an amount such that, after giving effect to such Commitment Increase, the Contribution Percentages of the Company and the Co-Borrower are equal to their respective Contribution Percentages before giving effect to such Commitment Increase. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment IncreaseIncrease (and related increase to the Co-Borrower Sublimit), (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein based on the ratio of the amount by which each lender is willing to participate in such amounts as the requested Commitment Increase on the Commitment Date to the aggregate amount by which the Lenders are agreed between willing to participate in any requested Commitment Increase on the Borrower and the Administrative AgentCommitment Date. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Company (and, after the Co-Borrower Joinder Date, the Co-Borrower) as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Company (and, after the Co-Borrower Joinder Date, the Co-Borrower) may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,00010,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.17(c) (each such Eligible AssigneeAssignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.18(c), an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of each of the Company and the Co-Borrower or the Executive Committee of such Board (or other governing body) approving authorizing the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for to the Company (and, after the Co-Borrower Joinder Date, an opinion of counsel to the Co-Borrower) (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit D hereto; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Company (and, after the Co-Borrower Joinder Date, the Co-Borrower) and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Company (and, after the Co-Borrower Joinder Date, the Co-Borrower); and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Company (and, after the Co-Borrower Joinder Date, the Co-Borrower) and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.17(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Company (and, after the Co-Borrower Joinder Date, the Co-Borrower), on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (eNew York City time) The Administrative on the Increase Date, make available for the account of its Applicable Lending Office to the Agent shall promptly notify at the Borrower and the Banks of any increase Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank outstanding after giving effect thereto. The Borrower acknowledges thatto the relevant Commitment Increase) and, in order the case of such Increasing Lender, an amount equal to maintain the Revolving Percentage excess of each Bank, (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a non-pro-rata increase in percentage of the aggregate Commitments may require prepayment or funding outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of all or portions the Borrowings then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of certain Loans on the date aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Agent’s receipt of such increase (funds from each such Increasing Lender and any each such prepayment or funding shall Assuming Lender, the Agent will promptly thereafter cause to be subject distributed like funds to the other provisions Lenders for the account of this Agreement). Effective upon their respective Applicable Lending Offices in an amount to each other Lender such increase, that the aggregate amount of the participations held by outstanding Advances owing to each Bank in each Letter of Credit then outstanding shall be adjusted such that, Lender after giving effect to such adjustments, each Bank shall hold participations in each distribution equals such Letter Lender’s ratable portion of Credit in accordance with the Revolving Percentage Borrowings then outstanding (calculated based on its Commitment as a percentage of such Bank the aggregate Commitments outstanding after giving effect to such increasethe relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any from time to time, whether or not the Commitments have been reduced pursuant to Section 4.5, by notice to the Administrative Agent, (x) request that the aggregate amount of the Original Commitments be increased by having an amount existing Lender agree in its sole discretion to increase its then existing Original Commitment (an “Increase Lender”) and/or by adding as a new Lender hereunder any Person (each such Person, an “Assuming Lender”) approved by the Administrative Agent, each Issuing Bank and the Swing Line Lender (in each case, such approval not to be unreasonably withheld or delayed) that shall agree to provide an Original Commitment hereunder or (y) the establishment of $10,000,000 one or more new revolving credit commitments (each such new commitment, an integral multiple of $5,000,000 in excess thereof “Incremental Revolving Commitment Tranche”) to be provided by one or more Increase Lenders and/or Assuming Lenders (each such proposed increase pursuant to the foregoing clauses (x) and (y) being a “Commitment Increase”), in each case, by notice to the Administrative Agent specifying the amount of the relevant Commitment Increase, the Increase Lender(s) and/or Assuming Lender(s) providing such Commitment Increase and the date on which such Commitment Increase is to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided), however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 which shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount Business Days at least three Business Days after delivery of such requested Commitment Increase, (ii) the proposed Increase Date notice and (iii) the date by which the Banks wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank that is willing, in its sole discretion, to participate in such requested Commitment Increase (each an “Increasing Bank”) shall give written notice to the Administrative Agent and the Borrower on or ten Business Days prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Termination Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b) (each such Eligible Assignee, an “Assuming Bank”) shall become a Bank party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank pursuant to the last sentence of Section 2.6(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such datethat: (i) (A) certified copies the minimum amount of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the each Commitment Increase and the corresponding modifications to this Agreement and (B) opinions shall be $10,000,000 or a larger multiple of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)$5,000,000; (ii) an assumption agreement from each Assuming Bankthe aggregate amount of all Commitment Increases hereunder, if any, substantially in together with the form aggregate amount of Exhibit E hereto (each an “Assumption Agreement”all Incremental Equivalent Debt incurred under Section 2.19(d), duly executed by such Eligible Assigneeshall not exceed, at the time of incurrence thereof, the Administrative Agent and the Borrower; and sum of (iii) confirmation from each Increasing Bank of the increase in the amount of its Commitment in a writing satisfactory to the Borrower available under clauses (y) and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d)(z) below, the Administrative Agent shall notify the Banks (including, without limitation, each Assuming Bank) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each Assuming Bank on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.“Available Incremental Amount”):

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not the Commitments have been reduced pursuant to Section 4.5, time by written notice to the Administrative Agent, request that an increase in the aggregate amount of the Revolving Credit Commitments be increased by an amount of $10,000,000 or an integral multiple of not less than $5,000,000 in excess thereof the aggregate (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and 750,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Sections 3.01(a)(i) and 3.02 shall be satisfiedsatisfied and (iii) each such Commitment Increase shall be allocated 50% to the U.S. Dollar Revolving Credit Commitments (the “U.S. Dollar Commitment Increase”) and 50% to the Multicurrency Revolving Credit Commitments (the “Multicurrency Commitment Increase”). (b) The Administrative Agent shall promptly notify the Banks Lenders of a each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount amounts of such requested the U.S. Dollar Commitment Increase and the Multicurrency Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each each, an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its CommitmentU.S. Dollar Revolving Credit Commitment (an “Increased U.S. Dollar Commitment Amount”) and/or Multicurrency Revolving Credit Commitment (an “Increased Multicurrency Commitment Amount”). If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective U.S. Dollar Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested U.S. Dollar Commitment Increase, the requested U.S. Dollar Commitment Increase shall be allocated among the Banks to each Lender willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as an amount equal to the amount, if any, U.S. Dollar Commitment Increase multiplied by which the Banks are willing ratio of each Lender’s Increased U.S. Dollar Commitment Amount to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b) (each such Eligible Assignee, an “Assuming Bank”) shall become a Bank party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank pursuant to the last sentence of Section 2.6(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d), the Administrative Agent shall notify the Banks (including, without limitation, each Assuming Bank) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each Assuming Bank on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.Increased U.S.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not time after termination of the Commitments have been reduced pursuant to Section 4.5Delayed Draw Period, by written notice to the Administrative Agent, request that an increase in the aggregate amount of the Commitments be increased by an amount of not less than $10,000,000 or an integral multiple of $5,000,000 in excess thereof 25,000,000 (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Maturity Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments Facility at any time exceed $450,000,000 250,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders and such other Eligible Assignees as are designated by the Borrower and are reasonably acceptable to the Administrative Agent of a each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested the Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders and such other Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments or to establish their Commitments, as applicable (the “Commitment Date”). Each Bank Lender and other Eligible Assignee that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing Bank”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increaseor establish, the requested Commitment Increase shall be allocated among the Banks willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Dateapplicable, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b) (each such Eligible Assignee, an “Assuming Bank”) shall become a Bank party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank pursuant to the last sentence of Section 2.6(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d), the Administrative Agent shall notify the Banks (including, without limitation, each Assuming Bank) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each Assuming Bank on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bankeach, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.“

Increase in the Aggregate Commitments. (a) The After the consummation of an IPO, the Borrower may, at any from time to time, whether or not the Commitments have been reduced pursuant to Section 4.5, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by having an amount of $10,000,000 existing Lender agree in its sole discretion to increase its then existing Commitment (an “Increase Lender”) and/or by adding as a new Lender hereunder any Eligible Assignee (each such Person, an “Assuming Lender”) approved by the Administrative Agent and each Issuing Bank (in each case, such approval not to be unreasonably withheld or an integral multiple of $5,000,000 in excess thereof delayed) that shall agree to provide a Commitment hereunder (each such proposed increase being a “Commitment Increase”), in each case, by notice to the Administrative Agent specifying the amount of the relevant Commitment Increase, the Increase Lender(s) and/or Assuming Lender(s) providing such Commitment Increase and the date on which such Commitment Increase is to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided), however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 which shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount Business Days at least three Business Days after delivery of such requested Commitment Increase, (ii) the proposed Increase Date notice and (iii) the date by which the Banks wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank that is willing, in its sole discretion, to participate in such requested Commitment Increase (each an “Increasing Bank”) shall give written notice to the Administrative Agent and the Borrower on or ten Business Days prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Termination Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b) (each such Eligible Assignee, an “Assuming Bank”) shall become a Bank party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank pursuant to the last sentence of Section 2.6(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such datethat: (i) the minimum amount of each Commitment Increase shall be $10,000,000 or a larger multiple of $5,000,000; (Aii) certified copies the aggregate amount of resolutions of all Commitment Increases hereunder shall not exceed the Board of Directors Shared Incremental Amount; (or other governing bodyiii) of the Borrower or the Executive Committee of immediately before and immediately after giving effect to any such Board (or other governing body) approving the Commitment Increase and the corresponding modifications use of proceeds thereof (if any), Parent shall be in compliance with the financial covenants set forth in Section 6.8 (whether or not then in effect) hereof on a Pro Forma Basis; (iv) both at the time of any such request and upon the effectiveness of any Commitment Increase, no Default or Event of Default shall have occurred and be continuing or would result from such proposed Commitment Increase; (v) the representations and warranties set forth in Article III and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) immediately prior to, and after giving effect to, such Commitment Increase as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date; (vi) an amendment reporting to the FETA Reporting (as defined below) shall be made and shall have been accepted by the applicable foreign exchange authority; and (vii) any Commitment Increase shall be on terms that are identical to the existing Commitments. Each notice by the Borrower under this Agreement paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (iv) and (Bv) opinions above. Notwithstanding anything herein to the contrary, no Lender shall have any obligation hereunder to become an Increase Lender and any election to do so shall be in the sole discretion of counsel for each Lender. (b) Each Commitment Increase (and the increase of the Commitment of each Increase Lender and/or the new Commitment of each Assuming Lender, as applicable, resulting therefrom) shall become effective as of the relevant Increase Date upon receipt by the Administrative Agent, on or prior to 12:00 noon, New York City time, on such Increase Date, of (i) a certificate of a duly authorized officer of the Borrower stating that the conditions with respect to such Commitment Increase under this Section 2.19 have been satisfied, (which may be in-house counselii) an agreement (a “Commitment Increase Supplement”), in form and substance reasonably acceptable satisfactory to the Borrower, each Increase Lender, each Assuming Lender and the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from which, effective as of such Increase Date, as applicable, the Commitment of each such Increase Lender shall be increased or each such Assuming BankLender shall undertake a Commitment, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), case duly executed by such Eligible AssigneeIncrease Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent and (iii) such certificates, legal opinions or other documents from the Borrower reasonably requested by the Administrative Agent in connection with such Commitment Increase. Upon the Administrative Agent’s receipt of a fully executed Commitment Increase Supplement from each Increase Lender and/or Assuming Lender referred to in clause (ii) above, together with the certificates, legal opinions and other documents referred to in clauses (i) and (iii) above, the Administrative Agent shall record the information contained in each such agreement in the Register and the Borrower; and (iii) confirmation from each Increasing Bank give prompt notice of the increase in the amount of its relevant Commitment in a writing satisfactory Increase to the Borrower and the Administrative AgentLenders (including, if applicable, each Assuming Lender). On each Increase Date, upon fulfillment At the election of the conditions set forth in the immediately preceding sentence of this Section 2.6(d), the Administrative Agent shall notify the Banks (includingin its sole discretion, without limitation, each Assuming Bank) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected any Loans outstanding on such Increase Date and shall record in be reallocated among the Register the relevant information Lenders (with respect Lenders making any required payments to each Increasing Bank and each Assuming Bank on other) to the extent necessary to keep the outstanding Loans ratable with any revised pro rata shares of such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of Lenders arising from any nonratable increase in the amount Commitments under this Section 2.19. Upon each such Commitment Increase, the participation interests of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase Lenders in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter then outstanding Letters of Credit then outstanding shall automatically be adjusted such thatto reflect, after giving effect to such adjustmentsand each Lender (including, if applicable, each Bank Assuming Lender) shall hold participations have a participation in each such Letter of Credit in accordance with equal to, the Revolving Lenders’ respective Applicable Percentage of the aggregate amount available to be drawn under such Bank Letter of Credit after giving effect to such increase. (c) This Section shall supersede any provisions in Section 2.17 or Section 10.2 to the contrary.

Increase in the Aggregate Commitments. (a) The Borrower Borrowers may, at any time, whether or time but in any event not more than once in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Revolver Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 25,000,000 or an integral multiple of $5,000,000 25,000,000 in excess thereof (each a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the scheduled Revolver Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and 3,500,000,000, (ii) on no Default shall have occurred and be continuing as of the date of any such request by the Borrower for a Commitment Increase and on the related Increase Date, (iii) all of the applicable conditions set forth in Section 5.2 Article III shall be satisfiedsatisfied as of the applicable Increase Date. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower Borrowers for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “"Commitment Date”"). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “"Increasing Bank”Lender") shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower Borrowers and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower Borrowers as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower Borrowers may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee Assignee, when aggregated with the commitment of such Person to lend under the Five-Year Credit Agreement, shall in no event be in an amount not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.16(c) (each such Eligible Assignee, an “"Increase Assuming Bank”Lender") shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.16(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board board of Directors (or other governing body) directors of the each Borrower or the Executive Committee of such Board (or other governing body) board approving the amount of the Commitments after giving effect to the Commitment Increase and the corresponding modifications to this Agreement and Increase, (B) opinions a certificate, signed by a duly authorized Responsible Officer of each Borrower, stating that all of the applicable conditions in Article III have been satisfied and (C) an opinion of counsel for the Borrower (which may be in-house counsel)Borrowers, in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit C hereto; (ii) an assumption agreement Assumption Agreement from each Increase Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”)Lender, duly executed by such Eligible AssigneeIncrease Assuming Lender, the Administrative Agent and the BorrowerBorrowers; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower Borrowers and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.16(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Increase Assuming BankLender) and the BorrowerBorrowers, on or before 1:00 P.M. (New York City time), by telecopiertelecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Increase Assuming Bank Lender on such date. (e) The Administrative Agent shall promptly notify . In addition, on each Increase Date, each of the Borrower Increasing Lenders and the Banks of any increase Increase Assuming Lenders will purchase and assume from the other Lenders such interests in the amount of the aggregate Commitments pursuant to this Section Revolving Credit Advances made by such other Lenders and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans outstanding on the date of such increase (and any such prepayment or funding Increase Date as shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such necessary so that, after giving effect to such adjustmentspurchases and assumptions, each Bank shall of the Lenders (including the Increasing Lenders and the Increase Assuming Lenders) will hold participations in their respective pro rata shares of all Revolving Credit Advances outstanding on such Increase Date (such purchases and assumptions to be effected by each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect Increasing Lenders and the Increase Assuming Lenders making an amount equal to such increaserespective pro rata shares available for the accounts of their Applicable Lending Offices to the Administrative Agent at the Administrative Agent's Account, in same day funds). Each Borrower hereby agrees to each of the purchases and assumptions described in the immediately preceding sentence.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time but in any event not more than once in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof (each a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 400,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “"Commitment Date”"). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “"Increasing Bank”Lender") shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,00010,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.18(c) (each such Eligible AssigneeAssignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.18(c), an “"Assuming Bank”Lender") shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.18(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit D hereto; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Agent (each an “"Assumption Agreement”"), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.18(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopiertelecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not time prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative AgentAgent and in accordance with Section 2.12(b), request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and 600,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Section 5.2 Sections 3.2(f) and 6.2 shall be satisfiedsatisfied and (iii) prior to the effectiveness of any such increase, the Borrower shall deliver a certified copy of their Board of Directors’ resolutions authorizing such increase. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Failure of a Lender to provide any such notice shall be considered a rejection of an offer to increase its commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,0005,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase requested in accordance with Section 2.6(b2.12(a) (each such Eligible Assignee, an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such the amount of the Commitment Increase so requested (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.12(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. 11:00 A.M. (New York City Chicago time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (eChicago time) The on the Increase Date, make available for the account of its applicable lending office to the account of the Administrative Agent shall promptly notify the Borrower and the Banks of any increase Agent, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank outstanding after giving effect thereto. The Borrower acknowledges thatto the relevant Commitment Increase) and, in order the case of such Increasing Lender, an amount equal to maintain the Revolving Percentage excess of each Bank, (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a non-pro-rata increase in percentage of the aggregate Commitments may require prepayment or funding outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of all or portions the Borrowings then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of certain Loans on the date aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such increase (funds from each such Increasing Lender and any each such prepayment or funding shall Assuming Lender, the Administrative Agent will promptly thereafter cause to be subject distributed like funds to the other provisions Lenders for the account of this Agreement). Effective upon their respective applicable lending offices in an amount to each other Lender such increase, that the aggregate amount of the participations held by outstanding Loans owing to each Bank in each Letter of Credit then outstanding shall be adjusted such that, Lender after giving effect to such adjustments, each Bank shall hold participations in each distribution equals such Letter Lender’s ratable portion of Credit in accordance with the Revolving Percentage Borrowings then outstanding (calculated based on its Commitment as a percentage of such Bank the aggregate Commitments outstanding after giving effect to such increasethe relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any from time to time, whether or not the Commitments have been reduced pursuant to Section 4.5, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by an a minimum amount of equal to $10,000,000 25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) ), to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event Default shall the aggregate amount have occurred and be continuing as of the Commitments at any time exceed $450,000,000 and (ii) on the date of any such request by or as of the Borrower for a Commitment Increase and on the related applicable Increase Date, or shall occur as a result thereof and, provided, further, that at no time shall the applicable conditions set forth in Section 5.2 shall be satisfiedtotal aggregate Commitments hereunder exceed $1,250,000,000. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Persons reasonably acceptable to the Administrative Agent (each, an “Eligible Assignees Assignee”) to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.17(c) (each such Eligible Assignee, an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the second last sentence of Section 2.6(b2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) a certificate of the Borrower or signed by an authorized officer of the Executive Committee Borrower (1) certifying and attaching the resolutions adopted by the board of such Board (directors or other applicable governing body) body of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement Agreement, and (2) certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects on and as of the Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in Section 3.4(a) shall be deemed to refer to the most recent statements furnished pursuant to Section 5.1, and (y) no Default exists and, if requested by the Administrative Agent, (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel)) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters relating to the Commitment Increase; (ii) a joinder agreement from each Assuming Lender, if any, in form and substance reasonably acceptable satisfactory to such Assuming Lender, the Borrower and the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible AssigneeAssuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. . (e) On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.17(d), in the event any Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall notify determine, for the Banks (including, without limitation, each Assuming Bank) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, benefit of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each Assuming Bank on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges thatother Lenders, as being required in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such thatcause, after giving effect to the applicable Commitment Increase and the application of such adjustmentsamounts to make payments to such other Lenders, each Bank the Loans to be held ratably by all Lenders as of such date in accordance with their respective Applicable Percentages (after giving effect to the Commitment Increase), (ii) the Borrower shall hold participations in be deemed to have prepaid and reborrowed all outstanding Loans made to it as of such Commitment Increase Date (with each such Letter borrowing to consist of Credit Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the Revolving Percentage requirements of Section 2.2) and (iii) the Borrower shall pay to the Lenders the amounts, if any, payable under Section 2.13 as a result of such Bank after giving effect prepayment. (f) This Section shall supersede any provisions in Section 2.15 or Section 9.2 to such increasethe contrary.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time but in any event not more than once in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount integral multiples of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 350,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “"Commitment Date”"). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “"Increasing Bank”Lender") shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount (the "Proposed Increased Commitment") by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agentratably according to their respective Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,00015,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.17(c) (each such Eligible AssigneeAssignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.17(c), an “"Assuming Bank”Lender") shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel), in substantially the form of Exhibits D and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)E hereto; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Administrative Agent (each an “"Assumption Agreement”"), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.17(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), ) by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time but in any event not more than once in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 10,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 1,000,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lender Parties of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lender Parties wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender Party that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lender Parties notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lender Parties willing to participate therein in such amounts proportion as are agreed between the Agent and the Borrower and the Administrative Agentmay agree. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lender Parties are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lender Parties are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders Lender Parties as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount of not less than $10,000,0005,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.19(b) (each such Eligible Assignee, an “Assuming BankLender”) shall become a Bank party Lender Party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender Party for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender Party pursuant to the last sentence of Section 2.6(b2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit E hereto; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.19(d), the Administrative Agent shall notify the Banks Lender Parties (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not the Commitments have been reduced pursuant to Section 4.5time (but no more than once in any consecutive 12-month period), by written notice to the Administrative Agent, request that either (i) an increase in the aggregate amount of the Commitments be increased by Revolving Credit Commitments, (ii) an increase in the aggregate amount of $10,000,000 the Term Loan Commitments, in the form of an additional tranche within the Term Loan Facility, or (iii) an integral multiple increase in the aggregate amount of the Revolving Credit Commitments and an increase in the aggregate amount of the Term Loan Commitments, in each case by not less than $5,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments in respect of all Facilities at any time exceed $450,000,000 and 900,000,000 in the aggregate, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfied, and (iii) with respect to any Term Loan Borrowing in connection with any Commitment Increase consisting of Eurodollar Rate Advances, such Borrowing must occur only on the first day of an Interest Period. (b) The Administrative Agent shall promptly notify the Banks Lenders of a each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the Facility to which such Commitment Increase relates, (iii) the proposed Increase Date and (iiiiv) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each each, an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment in respect of the applicable Facility (the “Proposed Increased Commitment”). If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks to each Lender willing to participate therein in such amounts as are agreed between an amount equal to the Borrower and Commitment Increase multiplied by the Administrative Agentratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.17(c) (each such Eligible Assignee, an “Assuming BankAcceding Lender”) shall become a Bank Lender party in respect of the applicable Increasing Facility to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on at or before 12:00 Noon (New York City time) on such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel)an accession agreement from each Acceding Lender, if any, in form and substance reasonably acceptable satisfactory to the Borrower and the Administrative AgentAgent (each, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Accession Agreement”), duly executed by such Eligible AssigneeAcceding Lender, the Administrative Agent and the Borrower; (ii) confirmation from each Increasing Lender of the increase in the amount of its applicable Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; and (iii) confirmation from each Increasing Bank of the increase in the amount of its Commitment in a writing satisfactory such certificates or other information as may be required pursuant to the Borrower and the Administrative AgentSection 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.17(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankAcceding Lender) and the Borrower, on at or before 1:00 P.M. (New York City time), by telecopiertelecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Acceding Lender on such date. (e) On the Increase Date, to the extent the Advances in respect of the Increasing Facility then outstanding and owed to any Lender immediately prior to the effectiveness of the Commitment Increase shall be less than such Lender’s pro rata share (calculated immediately following the effectiveness of the Commitment Increase) of all Advances in respect of such Facility then outstanding and owed to all Lenders in respect of such Facility (each such Lender, including any Acceding Lender, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances in respect of such Facility then outstanding and owed to each Lender in respect of such Facility that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender in respect of such Facility shall equal such Lender’s pro rata share (calculated immediately following the effectiveness of the Commitment Increase on the Increase Date) of all Advances in respect of such Facility then outstanding and owed to all Lenders in respect of such Facility. The Administrative Agent shall promptly notify calculate the Borrower net amount to be paid by each Purchasing Lender and received by each Selling Lender in connection with the Banks of any increase in assignments effected hereunder on the Increase Date. Each Purchasing Lender shall make the amount of its required payment available to the aggregate Commitments pursuant Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Increase Date. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office. If in connection with the transactions described in this Section and 2.17 any Lender shall incur any losses, costs or expenses of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The type described in Section 9.04(c), then the Borrower acknowledges thatshall, in order to maintain the Revolving Percentage of each Bank, upon demand by such Lender (with a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date copy of such increase (and any such prepayment or funding shall be subject demand to the other provisions of this AgreementAdministrative Agent). Effective upon such increase, pay to the amount of Administrative Agent for the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage account of such Bank after giving effect Lender any amounts required to compensate such increaseLender for such losses, costs or expenses reasonably incurred.

Increase in the Aggregate Commitments. (a) A. The Borrower may, at any time, whether or time but in any event not more than twice in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Maturity Date (unless the Administrative Agent otherwise consents), by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by (i) increasing the amount of the Commitment of any Lender which has agreed to such increase (any such Lender, an “Increasing Lender”) and/or (ii) adding one or more Eligible Assignees as parties hereto with Commitments in an amount agreed to by such respective Eligible Assignees; provided that (a) the aggregate amount of any such increase (for all Increasing Lenders and Eligible Assignees on any particular day) shall be $10,000,000 25,000,000 or an a higher integral multiple of $5,000,000 in excess thereof 5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a “Commitment Increase”Lender shall be not less than $5,000,000, (c) to any such increase shall be effective as of a date that is at least 90 days prior to the scheduled Termination Maturity Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (id) in no event shall the aggregate amount of increases in the Commitments at any time pursuant to this Section exceed $450,000,000 125,000,000 and (iiiv) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 3.3 shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank that is willing, in its sole discretion, to participate in such requested Commitment Increase (each an “Increasing Bank”) shall give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,000. (d) B. On each Increase Date, each Eligible Assignee that accepts an offer has agreed to participate in a requested the applicable Commitment Increase in accordance with Section 2.6(b) (each such Eligible Assignee, an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank for such requested Commitment Increase Lender shall be so increased by such amount (or by the amount allocated to agreed upon by such Bank pursuant to Lender and the last sentence of Section 2.6(b)) as of such Increase DateBorrower; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable satisfactory to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Agent and its counsel; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Eligible AssigneeAssuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d)sentence, the Administrative Agent shall notify the Banks Lenders (including, without limitation, including each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopierfacsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (eNew York City time) The on the Increase Date, make available to the Administrative Agent shall promptly notify at the Borrower Funding and the Banks of any increase Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank outstanding after giving effect thereto. The Borrower acknowledges thatto the relevant Commitment Increase) and, in order the case of such Increasing Lender, an amount equal to maintain the Revolving Percentage excess of each Bank, (i) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment as a non-pro-rata increase in percentage of the aggregate Commitments may require prepayment or funding outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of all or portions the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of certain Loans on the date aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such increase (funds from each such Increasing Lender and any each such prepayment or funding shall Assuming Lender, the Administrative Agent will promptly thereafter cause to be subject distributed like funds to the other provisions of this Agreement). Effective upon Lenders in an amount to each other Lender such increase, that the aggregate amount of the participations held by outstanding Loans owing to each Bank in each Letter of Credit then outstanding shall be adjusted such that, Lender after giving effect to such adjustments, each Bank shall hold participations in each distribution equals such Letter Lender’s ratable portion of Credit in accordance with the Revolving Percentage aggregate Loans then outstanding (calculated based on its Commitment as a percentage of such Bank the aggregate Commitments outstanding after giving effect to such increasethe relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time but in any event not more than (x) three times in the Commitments have been reduced pursuant first year after the Effective Date and (y) once in any following 12 month period prior to Section 4.5the Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount of $10,000,000 25,000,000 or an integral multiple thereof, or such lesser amount as the Agent may agree, or in the case of an increase within the first six months after the Effective Date, by an amount of $5,000,000 or an integral multiple of $5,000,000 500,000 in excess thereof (each a “Commitment Increase”) ), to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 1,500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Section 5.2 3.02 shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. Notwithstanding the foregoing, for each Commitment Increase occurring after the Effective Date pursuant to clause (x) of Section 2.19(a), the Borrower may identify those Persons to which such Commitment Increase will be available and (x) notwithstanding anything to the contrary in the definition of Eligible Assignee, the Agent shall have no right to approve whether such Persons become Assuming Lenders in accordance with clause (c) below and (y) notwithstanding anything to the contrary in this clause (b), the Lenders shall not be able to participate in any such Commitment Increase available to Persons proposed by the Borrower. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees as Assuming Lenders to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,0005,000,000 or an integral multiple of $500,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b) (each such Eligible Assignee, an “Assuming Bank”) Lender shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit D hereto; (ii) an assumption agreement Assumption Agreement from each Assuming BankLender, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible AssigneeAssuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.19(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) The Administrative Agent shall promptly notify On the Increase Date, if any Advances are then outstanding, the Borrower and the Banks of any increase in the amount shall borrow from all or certain of the aggregate Commitments pursuant Lenders and/or (subject to this compliance by the Borrower with Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding 8.04(c)) prepay Advances of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted Lenders such that, after giving effect to thereto, the Advances (including, without limitation, the Types, currencies and Interest Periods thereof) shall be held by the Lenders (including for such adjustments, each Bank shall hold participations in each such Letter of Credit purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Commitments. On and after each Increase Date, the Revolving Percentage Pro Rata Share of such Bank each Lender’s participation in Letters of Credit and Advances from draws under Letters of Credit shall be calculated after giving effect to each such increaseCommitment Increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time but in any event not more than once in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least not later than 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 2,000,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 3.03 shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent, provided that no Lender shall be subject to a Commitment Increase in excess of the amount by which it is willing to increase its Commitment as indicated in its notice to the Administrative Agent. It is understood and agreed that no Lender shall have any obligation whatsoever to agree to any increase in its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,00015,000,000 or more. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.19(b) (each such Eligible AssigneeAssignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.20(c), an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit G hereto; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.19(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. p.m. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . Each Increasing Lender and each Assuming Lender shall, before 2:00 p.m. (eNew York City time) The on the Increase Date, make available for the account of its Applicable Lending Office to the Administrative Agent shall promptly notify the Borrower and the Banks of any increase Agent, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank outstanding after giving effect thereto. The Borrower acknowledges thatto the relevant Commitment Increase) and, in order the case of such Increasing Lender, an amount equal to maintain the Revolving Percentage excess of each Bank, (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a non-pro-rata increase in percentage of the aggregate Commitments may require prepayment or funding outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of all or portions the Borrowings then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of certain Loans on the date aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such increase (funds from each such Increasing Lender and any each such prepayment or funding shall Assuming Lender, the Administrative Agent will promptly thereafter cause to be subject distributed like funds to the other provisions Lenders for the account of this Agreement). Effective upon their respective Applicable Lending Offices in an amount to each other Lender such increase, that the aggregate amount of the participations held by outstanding Loans owing to each Bank in each Letter of Credit then outstanding shall be adjusted such that, Lender after giving effect to such adjustments, each Bank distribution equals such Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Applicable Percentage after giving effect to the relevant Commitment Increase). The respective LC Exposures of the Lenders shall hold participations in each such Letter be redetermined as of Credit in accordance with the Revolving Percentage effective date of such Bank increase in proportion to their respective Commitments after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time but in any event on not the Commitments have been reduced pursuant to Section 4.5more than three occasions, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount of $10,000,000 25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled latest Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 1,500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 3.02 shall be satisfied. (b) The Administrative Agent shall promptly notify those Lenders, if any, as specified by the Banks Borrower, of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.20(c) (each such Eligible Assignee, an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.20(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), covering the comparable matters set forth in form and substance reasonably acceptable Exhibit E hereto with respect to the Administrative Agent, covering the matters covered Borrower and with respect to each Assumption Agreement and any other agreement executed and delivered by the opinions of counsel delivered pursuant to Section 5.1(c)Borrowers effecting such Commitment Increase; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.20(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopiertelecopier or other electronic communication, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . If on the Increase Date there shall be any outstanding Revolving Credit Borrowings, then each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (eNew York City time) The Administrative on the Increase Date, make available for the account of its Applicable Lending Office to the Agent shall promptly notify at the Borrower and the Banks of any increase Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank outstanding after giving effect thereto. The Borrower acknowledges thatto the relevant Commitment Increase) and, in order the case of such Increasing Lender, an amount equal to maintain the excess of (i) such Increasing Lender’s ratable portion of the Revolving Percentage Credit Borrowings then outstanding (calculated based on its Commitment as a percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of all or portions the Revolving Credit Borrowings then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of certain Loans on the date aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Agent’s receipt of such increase (funds from each such Increasing Lender and any each such prepayment or funding shall Assuming Lender, the Agent will promptly thereafter cause to be subject distributed like funds to the other provisions Lenders for the account of this Agreement). Effective upon their respective Applicable Lending Offices in an amount to each other Lender such increase, that the aggregate amount of the participations held by outstanding Revolving Credit Advances owing to each Bank in each Letter of Credit then outstanding shall be adjusted such that, Lender after giving effect to such adjustments, each Bank shall hold participations in each distribution equals such Letter Lender’s ratable portion of Credit in accordance with the Revolving Percentage Credit Borrowings then outstanding (calculated based on its Commitment as a percentage of such Bank the aggregate Commitments outstanding after giving effect to such increasethe relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time prior to the Termination Date but in any event not the Commitments have been reduced pursuant to Section 4.5more than twice, by notice to the Administrative AgentAgent and in accordance with Section 2.12(b), request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and 500,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Section 5.2 Sections 3.2 and 6.2 shall be satisfiedsatisfied and (iii) prior to the effectiveness of any such increase, the Borrower shall deliver a certified copy of their Board of Directors' resolutions authorizing such increase. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “"Commitment Date”"). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “"Increasing Bank”Lender") shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Failure of a Lender to provide any such notice shall be considered a rejection of an offer to increase its commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,0005,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase requested in accordance with Section 2.6(b2.12(a) (each such Eligible Assignee, an “"Assuming Bank”Lender") shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such the amount of the Commitment Increase so requested (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.12(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. 11:00 A.M. (New York City Chicago time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (eChicago time) The on the Increase Date, make available for the account of its applicable lending office to the account of the Administrative Agent shall promptly notify the Borrower and the Banks of any increase Agent, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender's ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank outstanding after giving effect thereto. The Borrower acknowledges thatto the relevant Commitment Increase) and, in order the case of such Increasing Lender, an amount equal to maintain the Revolving Percentage excess of each Bank, (i) such Increasing Lender's ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a non-pro-rata increase in percentage of the aggregate Commitments may require prepayment or funding outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender's ratable portion of all or portions the Borrowings then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of certain Loans on the date aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent's receipt of such increase (funds from each such Increasing Lender and any each such prepayment or funding shall Assuming Lender, the Administrative Agent will promptly thereafter cause to be subject distributed like funds to the other provisions Lenders for the account of this Agreement). Effective upon their respective applicable lending offices in an amount to each other Lender such increase, that the aggregate amount of the participations held by outstanding Loans owing to each Bank in each Letter of Credit then outstanding shall be adjusted such that, Lender after giving effect to such adjustments, each Bank shall hold participations in each distribution equals such Letter Lender's ratable portion of Credit in accordance with the Revolving Percentage Borrowings then outstanding (calculated based on its Commitment as a percentage of such Bank the aggregate Commitments outstanding after giving effect to such increasethe relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, Borrowers may at any time, whether or not the Commitments have been reduced pursuant to Section 4.5, by written notice to the Administrative Agent, request that the aggregate amount of Administrative Agent increase the Commitments be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof Maximum Revolver Amount (a “Commitment Revolver Increase”) by (i) adding one or more new lenders to the revolving credit facility under this Agreement (each a “New Lender”) who wish to participate in such Revolver Increase and/or (ii) increasing the Commitments of one or more Lenders party to this Agreement who wish to participate in such Revolver Increase; provided, however, that (v) no Default shall have occurred and be effective continuing as of a the date that is at least 90 days prior to of such request or as of the scheduled Termination Date then in effect effective date of such Revolver Increase (the “Increase Date”) or shall occur as specified a result thereof, (w) the CKI Intercreditor Agreement shall have been amended so that any Loan made hereunder after the Increase Date shall constitute “Working Capital Debt” under and as defined in the related notice CKI Intercreditor Agreement and shall be senior to and have priority over all obligations of the Borrowers to ▇▇▇▇▇▇ ▇▇▇▇▇ for Design Service Payments, (x) such Revolver Increase, and all Loans made hereunder after the Increase Date, shall not conflict with any limitations on the incurrence of Indebtedness or the granting of the Security Interests contained in either the Senior Notes Indentures or the Debentures Indenture, (y) any New Lender that becomes party to this Agreement pursuant to this Section 2.19 shall satisfy the requirements of Section 9.04(b) hereof and shall be acceptable to the Administrative Agent; provided, however, that (i) in no event shall Agent and consented to by the aggregate amount of the Commitments at any time exceed $450,000,000 Borrowers and (iiz) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable other conditions set forth in this Section 5.2 2.19 are satisfied. The Administrative Agent shall be satisfied. (b) use commercially reasonable efforts to arrange for the syndication of any Revolver Increase. The Administrative Agent shall promptly notify inform the Banks Lenders of a any such request made by the Borrower for a Commitment Increase, which notice shall include (i) the proposed Borrowers. The aggregate amount of Revolver Increases shall not exceed $100,000,000 and no single such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank that is willing, in its sole discretion, to participate in such requested Commitment Increase (each an “Increasing Bank”) shall give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Revolver Increase shall be allocated among the Banks willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in for an amount not less than $10,000,000. (db) On each Increase Date, (i) each Eligible Assignee New Lender that accepts an offer has chosen to participate in a requested Commitment such Revolver Increase shall, subject to the conditions set forth in accordance with Section 2.6(b2.19(a) (each such Eligible Assigneehereof, an “Assuming Bank”) shall become a Bank Lender party to this Agreement as of such Increase Date and shall have a Commitment in an amount equal to its share of the Revolver Increase and (ii) each Lender that has chosen to increase its Commitment of each Increasing Bank for such requested pursuant to this Section 2.19 will have its Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank pursuant to of its share of the last sentence of Section 2.6(b)) Revolver Increase as of such Increase Date; provided, however, that the Administrative Agent shall have (y) received from the Borrowers all out-of-pocket costs and expenses incurred by the Administrative Agent or any Lender in connection with such Revolver Increase, including pursuant to Section 2.15 hereof, and (z) received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board governing body of Directors (or other governing body) of the each Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Revolver Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel)modifications, in form and substance reasonably acceptable if any, to the Administrative AgentFinancing Documents required under subclause (vi) below, covering together with a certificate of each Borrower certifying that there have been no changes to the matters covered constitutive documents of such Borrower since the Effective Date, or if there have been changes, copies certified by the opinions such Borrower of counsel delivered pursuant to Section 5.1(c)all such changes; (ii) an assumption agreement from each Assuming BankNew Lender participating in the Revolver Increase, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Administrative Agent (each each, an “Assumption Agreement”), duly executed by such Eligible AssigneeNew Lender, the Administrative Agent and the Borrower; andBorrowers; (iii) confirmation from each Increasing Bank Lender participating in the Revolver Increase of the increase in the amount of its Commitment Commitment, in a writing form and substance satisfactory to the Administrative Agent; (iv) a certificate of PVH certifying that (a) no Default or Event of Default shall have occurred and be continuing or shall occur as a result of such Revolver Increase, (b) all Loans made hereunder after the Increase Date shall constitute “Working Capital Debt” under and as defined in the CKI Intercreditor Agreement and shall be senior to and have priority over all obligations of the Borrowers to ▇▇▇▇▇▇ ▇▇▇▇▇ for Design Service Payments, and (c) such Revolver Increase and all Loans made hereunder after the Increase Date shall not conflict with any limitations on the incurrence of Indebtedness or the granting of the Security Interests contained in either the Senior Notes Indentures or the Debentures Indenture; (v) a certificate of PVH certifying that the representations and warranties made by each Borrower herein and in the other Financing Documents are true and complete in all material respects with the same force and effect as if made on and as of such date (or, to the extent any such representation or warranty specifically relates to an earlier date, such representation or warranty is true and complete in all material respects as of such earlier date); (vi) supplements or modifications to the Financing Documents and such additional Financing Documents, including, without limitation, amendments to the Mortgages, endorsements to the existing ALTA title policies for each Mortgaged Property, as well as any new Notes to New Lenders and replacement Notes to Lenders that agree to participate in such Revolver Increase, that the Administrative Agent reasonably deems necessary in order to document such Revolver Increase and otherwise assure and give effect to the rights of the Administrative Agent and the Lenders in the Financing Documents; and (vii) such other documents, instruments and information as the Administrative Agent. Agent or its counsel shall reasonably deem necessary in connection with the Revolver Increase. (c) On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d)2.19, the Administrative Agent shall (i) effect a settlement of all outstanding Loans among the Lenders that will reflect the adjustments to the Commitments of the Lenders as a result of the Revolver Increase and (ii) notify the Banks (includingLenders, without limitation, each Assuming Bank) any New Lenders participating in the Revolver Increase and the BorrowerBorrowers, on or before 1:00 P.M. noon (New York City time), by telecopiertelecopier or telex, of the occurrence of the Commitment Revolver Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each Assuming Bank on such dateDate. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not the Commitments have been reduced pursuant to Section 4.5time (but no more than twice in any consecutive 12-month period), by written notice to the Administrative Agent, request that an increase in the aggregate amount of the Revolving Credit Commitments be increased by an amount of $10,000,000 or an integral multiple of not less than $5,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 325,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each each, an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks to each Lender willing to participate therein in such amounts as are agreed between an amount equal to the Borrower and Commitment Increase multiplied by the Administrative Agentratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount of not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.17(c) (each such Eligible Assignee, an “Assuming BankAcceding Lender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such the amount of its Proposed Increased Commitment (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on at or before 12:00 Noon (New York City time) on such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel)an accession agreement from each Acceding Lender, if any, in form and substance reasonably acceptable satisfactory to the Borrower and the Administrative AgentAgent (each, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Accession Agreement”), duly executed by such Eligible AssigneeAcceding Lender, the Administrative Agent and the Borrower; and; (iiiii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; and (iii) such certificates or other information as may be required pursuant to Section 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.17(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankAcceding Lender) and the Borrower, on at or before 1:00 P.M. (New York City time), by telecopiertelecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Acceding Lender on such date. (e) On the Increase Date, to the extent the Advances then outstanding and owed to any Lender immediately prior to the effectiveness of the Commitment Increase shall be less than such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase) of all Advances then outstanding and owed to all Lenders (each such Lender, including any Acceding Lender, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender shall equal such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase on the Increase Date) of all Advances then outstanding and owed to all Lenders. The Administrative Agent shall promptly notify calculate the Borrower net amount to be paid by each Purchasing Lender and received by each Selling Lender in connection with the Banks of any increase in assignments effected hereunder on the Increase Date. Each Purchasing Lender shall make the amount of its required payment available to the aggregate Commitments pursuant Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Increase Date. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office. If in connection with the transactions described in this Section and 2.17 any Lender shall incur any losses, costs or expenses of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The type described in Section 9.04(c), then the Borrower acknowledges thatshall, in order to maintain the Revolving Percentage of each Bank, upon demand by such Lender (with a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date copy of such increase (and any such prepayment or funding shall be subject demand to the other provisions of this AgreementAdministrative Agent). Effective upon such increase, pay to the amount of Administrative Agent for the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage account of such Bank after giving effect Lender any amounts required to compensate such increaseLender for such losses, costs or expenses incurred in connection therewith.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time but in any event not more than once in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative Paying Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof (each, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Paying Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 250,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Paying Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments Commitments, which date shall not be more than 20 days following the date on which the notice of requested Commitment Increase is received by the Lenders from the Paying Agent (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each each, an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Paying Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Any Lender that fails to give such written notice to the Paying Agent on or prior to the Commitment Date shall be deemed to have declined the invitation to increase its Commitment. If the Banks Increasing Lenders notify the Administrative Paying Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks willing to participate therein Increasing Lenders in such amounts as are agreed between the Borrower and the Administrative Paying Agent (but in no event shall an Increasing Lender be allocated more than the amount by which such Increasing Lender agreed to increase its Commitment as set forth in the written notice given by it to the Paying Agent). (c) Promptly following each Commitment Date, the Administrative Paying Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Increasing Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees approved by each of the Issuing Banks (which approval will not be unreasonably withheld or delayed) to participate in any portion of the requested Commitment Increase that has not been committed to by the Increasing Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,0005,000,000 or more (or, if less, the amount by which the requested Commitment Increase exceeds the aggregate amount of the increase in the Commitments from all Lenders that are so willing to participate in the requested Commitment Increase). (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.18(c) (each such Eligible AssigneeAssignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.19(c), an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.18(b)) as of such Increase Date; provided, however, that the Administrative Paying Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions (or excepts thereof) of the Board of Directors (or other governing body) of the managing general partner of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c);Exhibit G hereto; and (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Paying Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Paying Agent and the Borrower; and (iii) confirmation from each Increasing Bank of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.18(d), the Administrative Paying Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . Each Increasing Lender and each Assuming Lender shall, before 3:00 P.M. (eNew York City time) The Administrative on the Increase Date, make available for the account of its Applicable Lending Office to the Paying Agent shall promptly notify at the Borrower and the Banks of any increase Paying Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank outstanding after giving effect thereto. The Borrower acknowledges thatto the relevant Commitment Increase) and, in order the case of such Increasing Lender, an amount equal to maintain the excess of (i) such Increasing Lender’s ratable portion of the Revolving Percentage Credit Borrowings then outstanding (calculated based on its Commitment as a percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of all or portions the Revolving Credit Borrowings then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of certain Loans on the date aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Paying Agent’s receipt of such increase (funds from each such Increasing Lender and any each such prepayment or funding shall Assuming Lender, the Paying Agent will promptly thereafter cause to be subject distributed like funds to the other provisions Lenders for the account of this Agreement). Effective upon their respective Applicable Lending Offices in an amount to each other Lender such increase, that the aggregate amount of the participations held by outstanding Revolving Credit Advances owing to each Bank in each Letter of Credit then outstanding shall be adjusted such that, Lender after giving effect to such adjustments, each Bank shall hold participations in each distribution equals such Letter Lender’s ratable portion of Credit in accordance with the Revolving Percentage Credit Borrowings then outstanding (calculated based on its Commitment as a percentage of such Bank the aggregate Commitments outstanding after giving effect to such increasethe relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not the Commitments have been reduced pursuant to Section 4.5time (but no more than twice in any consecutive 12-month period), by written notice to the Administrative Agent, request that an increase in the aggregate amount of the Revolving Credit Commitments be increased by an amount of $10,000,000 or an integral multiple of not less than $5,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 200,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each each, an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks to each Lender willing to participate therein in such amounts as are agreed between an amount equal to the Borrower and Commitment Increase multiplied by the Administrative Agentratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount of not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.17(c) (each such Eligible Assignee, an “Assuming BankAcceding Lender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such the amount of its Proposed Increased Commitment (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on at or before 12:00 Noon (New York City time) on such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel)an accession agreement from each Acceding Lender, if any, in form and substance reasonably acceptable satisfactory to the Borrower and the Administrative AgentAgent (each, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Accession Agreement”), duly executed by such Eligible AssigneeAcceding Lender, the Administrative Agent and the Borrower; and; (iiiii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; and (iii) such certificates or other information as may be required pursuant to Section 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.17(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankAcceding Lender) and the Borrower, on at or before 1:00 P.M. (New York City time), by telecopiertelecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Acceding Lender on such date. (e) On the Increase Date, to the extent the Advances then outstanding and owed to any Lender immediately prior to the effectiveness of the Commitment Increase shall be less than such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase) of all Advances then outstanding and owed to all Lenders (each such Lender, including any Acceding Lender, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender shall equal such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase on the Increase Date) of all Advances then outstanding and owed to all Lenders. The Administrative Agent shall promptly notify calculate the Borrower net amount to be paid by each Purchasing Lender and received by each Selling Lender in connection with the Banks of any increase in assignments effected hereunder on the Increase Date. Each Purchasing Lender shall make the amount of its required payment available to the aggregate Commitments pursuant Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Increase Date. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office. If in connection with the transactions described in this Section and 2.17 any Lender shall incur any losses, costs or expenses of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The type described in Section 9.04(c), then the Borrower acknowledges thatshall, in order to maintain the Revolving Percentage of each Bank, upon demand by such Lender (with a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date copy of such increase (and any such prepayment or funding shall be subject demand to the other provisions of this AgreementAdministrative Agent). Effective upon such increase, pay to the amount of Administrative Agent for the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage account of such Bank after giving effect Lender any amounts required to compensate such increaseLender for such losses, costs or expenses incurred in connection therewith.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not time prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative AgentAgent and in accordance with Section 2.12(b), request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and 750,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Section 5.2 Sections 3.2(f) and 6.2 shall be satisfiedsatisfied and (iii) prior to the effectiveness of any such increase, the Borrower shall deliver a certified copy of their Board of Directors’ resolutions authorizing such increase. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Failure of a Lender to provide any such notice shall be considered a rejection of an offer to increase its commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,0005,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase requested in accordance with Section 2.6(b2.12(a) (each such Eligible Assignee, an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such the amount of the Commitment Increase so requested (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.12(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. 11:00 A.M. (New York City Chicago time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (eChicago time) The on the Increase Date, make available for the account of its applicable lending office to the account of the Administrative Agent shall promptly notify the Borrower and the Banks of any increase Agent, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank outstanding after giving effect thereto. The Borrower acknowledges thatto the relevant Commitment Increase) and, in order the case of such Increasing Lender, an amount equal to maintain the Revolving Percentage excess of each Bank, (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a non-pro-rata increase in percentage of the aggregate Commitments may require prepayment or funding outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of all or portions the Borrowings then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of certain Loans on the date aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such increase (funds from each such Increasing Lender and any each such prepayment or funding shall Assuming Lender, the Administrative Agent will promptly thereafter cause to be subject distributed like funds to the other provisions Lenders for the account of this Agreement). Effective upon their respective applicable lending offices in an amount to each other Lender such increase, that the aggregate amount of the participations held by outstanding Loans owing to each Bank in each Letter of Credit then outstanding shall be adjusted such that, Lender after giving effect to such adjustments, each Bank shall hold participations in each distribution equals such Letter Lender’s ratable portion of Credit in accordance with the Revolving Percentage Borrowings then outstanding (calculated based on its Commitment as a percentage of such Bank the aggregate Commitments outstanding after giving effect to such increasethe relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not the Commitments have been reduced pursuant to Section 4.5, time by written notice to the Administrative Agent, request that an increase in the aggregate amount of the Commitments be increased Term Loan Commitments, in the form of an additional tranche within the Term Loan Facility, by an amount of $10,000,000 or an integral multiple of not less than $5,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and 400,000,000 in the aggregate, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfiedsatisfied and such Commitment Increase shall not constitute or give rise to a default or event of default (whether with the giving of notice, passage of time or otherwise) under any agreement (including, without limitation, the Existing Credit Agreement) to which the Parent Guarantor or any of its Subsidiaries are bound or subject, and Borrower shall have delivered to Administrative Agent a certification of the foregoing signed by a Responsible Officer together with such supporting information demonstrating compliance with the foregoing as Administrative Agent may reasonably request, (iii) with respect to any Term Loan Borrowing in connection with any Commitment Increase consisting of Eurodollar Rate Advances, such Borrowing must occur only on the first day of an Interest Period, and (iv) the Borrower may not request a Commitment Increase in the event that all Advances that had been outstanding prior to such requested increase have been prepaid. (b) The Administrative Agent shall promptly notify the Banks Lenders of a each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each each, an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment in respect of the Facility (the “Proposed Increased Commitment”). If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks to each Lender willing to participate therein in such amounts as are agreed between an amount equal to the Borrower and Commitment Increase multiplied by the Administrative Agentratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.17(c) (each such Eligible Assignee, an “Assuming BankAcceding Lender”) shall become a Bank Lender party in respect of the applicable Increasing Facility to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on at or before 12:00 Noon (Cleveland, Ohio time) on such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel)an accession agreement from each Acceding Lender, if any, in form and substance reasonably acceptable satisfactory to the Borrower and the Administrative AgentAgent (each, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Accession Agreement”), duly executed by such Eligible AssigneeAcceding Lender, the Administrative Agent and the Borrower; and; (iiiii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; (iii) a new Note for each Increasing Lender or Acceding Lender so that the principal amount of such Lender’s Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Note to the respective Acceding Lender or Increasing Lenders (with respect to an Increasing Lender, in exchange for the Notes replaced thereby which shall be surrendered by such Increasing Lender). Such new Notes shall provide that they are replacements for the surrendered Notes, and that they do not constitute a novation, shall be dated as of the applicable Increase Date and shall otherwise be in substantially the form of the replaced Notes. Simultaneously with such increase, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the closing under this Agreement. Any surrendered Notes shall be cancelled and returned to the Borrower; and (iv) such certificates or other information as may be required pursuant to Section 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.17(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankAcceding Lender) and the Borrower, on at or before 1:00 P.M. (New York City Cleveland, Ohio time), by telecopiertelecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Acceding Lender on such date. (e) The On the Increase Date, each Increasing Lender or Acceding Lender, as applicable, shall fund to Administrative Agent in immediately available funds their respective Commitment Increase as an Advance, and Administrative Agent shall promptly notify the make such Advance available to Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increaseas an additional Term Loan.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time but in any event not more than once in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5latest Extended Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount of $10,000,000 25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled latest Extended Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 shall be satisfied700,000,000. (b) The Administrative Agent shall promptly notify the Banks Lenders and one or more Eligible Assignees as have been identified by the Borrower of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders and such Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall and any such Eligible Assignee shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders and such Eligible Assignees notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein and such Eligible Assignees in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,00010,000,000 or an integral multiple thereof. (dc) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.19(b) (each such Eligible Assignee, and each Lender that shall become a Lender hereunder in accordance with Section 2.20, an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.19(b)) as of such Increase Date; provided, however, that (i) the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower (or the Executive Committee any committee of such Board (or other governing bodyhaving the power to approve such Commitment Increase) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (iiB) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iiiC) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d), the Administrative Agent shall notify the Banks (including, without limitation, each Assuming Bank) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each Assuming Bank on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.; and

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not the Commitments have been reduced pursuant to Section 4.5time (but no more than once in any consecutive 12-month period), by written notice to the Administrative Agent, request that an increase in the aggregate amount of the Revolving Credit Commitments be increased by an amount of $10,000,000 or an integral multiple of not less than $5,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments Revolving Credit Facility at any time exceed $450,000,000 650,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each each, an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment (each, a “Proposed Increased Commitment”). If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, then the requested Commitment Increase shall be allocated among the Banks to each Lender willing to participate therein in an amount equal to such amounts as are agreed between Commitment Increase multiplied by the Borrower and ratio of each Lender’s Proposed Increased Commitment to the Administrative Agentaggregate amount of all Proposed Increased Commitments. In no event, however, shall any Lender be required to participate in a Commitment Increase. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the applicable requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.17(c) (each such Eligible Assignee, an “Assuming BankAcceding Lender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last penultimate sentence of Section 2.6(b2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on at or before 12:00 Noon (New York City time) on such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel)an accession agreement from each Acceding Lender, if any, in form and substance reasonably acceptable satisfactory to the Borrower and the Administrative AgentAgent (each, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Accession Agreement”), duly executed by such Eligible AssigneeAcceding Lender, the Administrative Agent and the Borrower; and; (iiiii) confirmation from each Increasing Bank Lender of the increase in the amount of its Revolving Credit Commitment in a writing satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; and (iii) such certificates or other information as may be required pursuant to Section 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.17(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankAcceding Lender) and the Borrower, on at or before 1:00 P.M. (New York City time), by telecopiertelecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Acceding Lender on such date. (e) On the Increase Date, to the extent the Advances then outstanding and owed to any Lender immediately prior to the effectiveness of the Commitment Increase shall be less than such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase) of all Advances then outstanding and owed to all Lenders (each such Lender, including any Acceding Lender, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender in that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender shall equal such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase on the Increase Date) of all Advances then outstanding and owed to all Lenders. The Administrative Agent shall promptly notify calculate the Borrower net amount to be paid by each Purchasing Lender and received by each Selling Lender in connection with the Banks of any increase in assignments effected hereunder on the Increase Date. Each Purchasing Lender shall make the amount of its required payment available to the aggregate Commitments pursuant Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Increase Date. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office. If in connection with the transactions described in this Section and 2.17 any Lender shall incur any losses, costs or expenses of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The type described in Section 9.04(c), then the Borrower acknowledges thatshall, in order to maintain the Revolving Percentage of each Bank, upon demand by such Lender (with a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date copy of such increase (and any such prepayment or funding shall be subject demand to the other provisions of this AgreementAdministrative Agent). Effective upon such increase, pay to the amount of Administrative Agent for the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage account of such Bank after giving effect Lender any amounts required to compensate such increaseLender for such losses, costs or expenses reasonably incurred.

Increase in the Aggregate Commitments. (a) The Borrower Company may, at any time, whether or not the Commitments have been reduced pursuant to Section 4.5, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount of $10,000,000 50,000,000 or an integral multiple of $5,000,000 50,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 2,000,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders and such Eligible Assignees as are identified by the Company of a request by the Borrower Company for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks ▇▇▇▇▇▇▇ and such Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments such Commitment Increase (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.19(b) (each such Eligible Assignee, an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank pursuant to the last sentence of Section 2.6(b)) Lender as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower Company or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower Company (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit D hereto; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance reasonably satisfactory to the form of Exhibit E hereto Company and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the BorrowerCompany; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower Company and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.19(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the BorrowerCompany, on or before 1:00 P.M. (New York City time), by telecopiere-mail, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (eNew York City time) The Administrative Agent shall promptly notify on the Borrower and the Banks Increase Date, purchase that portion of any increase in the amount outstanding Advances of the aggregate Commitments pursuant other Lenders or take such other actions as the Agent may determine to this Section be necessary to cause the Advances and of funded and held on a pro rata basis by the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit Lenders in accordance with the Revolving Percentage of such Bank after giving effect to such increasetheir Ratable Shares).

Increase in the Aggregate Commitments. (a) The Borrower Company may, at any time, whether or time but in any event not more than once in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Maturity Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Maturity Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 4,500,000,000 and (ii) on the date of any request by the Borrower Company for a Commitment Increase and on the related Increase Date, (x) the applicable conditions set forth representations and warranties in Section 5.2 Article III shall be satisfiedtrue and correct in all material respects (except to the extent qualified by materiality, in which case such representations and warranties shall be true and correct in all respects) and (y) no Default shall have occurred and be continuing. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower Company for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower Company and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower Company as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase, which in each case shall be subject to the approval of the Swing Line Lender and each Issuing Bank (such approval not to be unreasonably withheld). If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower Company may request Banks to increase their participation and extend offers to one or more Persons (other than Parent or any of its Affiliates, a Defaulting Lender or a natural person) approved by the Administrative Agent, the Company, the Swing Line Lender and each Issuing Bank (such approvals not to be unreasonably withheld) (each, an “Eligible Assignees Assignee”) to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,0005,000,000 or more. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.19(b) (each such Eligible AssigneeAssignee and each Eligible Assignee that agrees to an extension of the Maturity Date in accordance with Section 2.20(c), an “Assuming BankLender”) shall become a Bank Lender party to this Credit Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.19(b)) as of such Increase Date; provided, however, that (x) the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) each Credit Party approving the Commitment Increase (which may be resolutions previously provided and certified to be still in effect) and the corresponding modifications to this Credit Agreement and (B) opinions an opinion of counsel for the Borrower Credit Parties (which may be in-house counsel), in form and substance reasonably acceptable satisfactory to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Company and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Eligible AssigneeAssuming Lender, the Administrative Agent and the BorrowerCompany; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower Company and the Administrative Agent; and (y) (A) upon the reasonable request of any Lender made at least ten days prior to the Increase Date, the Borrowers shall have provided to each Assuming Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five days prior to the Increase Date and (B) at least five days prior to the Increase Date, any Credit Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Credit Party. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.19(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the BorrowerCompany, on or before 1:00 P.M. p.m. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) The Administrative Agent On the Increase Date, if any Committed Loans are then outstanding, the Borrowers shall promptly notify the Borrower and the Banks of any increase in the amount borrow from all or certain of the aggregate Commitments pursuant Lenders and/or (subject to this compliance by the Borrowers with Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding 2.15) prepay Committed Loans of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted Lenders such that, after giving effect to thereto, the Committed Loans (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such adjustments, each Bank shall hold participations in each such Letter of Credit purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Commitments. On and after each Increase Date, the Revolving Applicable Percentage of such Bank each Lender’s participation in Letters of Credit, Swing Line Loans and Committed Loans from draws under Letters of Credit shall be calculated after giving effect to each such increaseCommitment Increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time but in any event not more than once in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount integral multiples of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 300,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “"Commitment Date”"). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “"Increasing Bank”Lender") shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,00015,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.18(c) (each such Eligible AssigneeAssignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.18(c), an “"Assuming Bank”Lender") shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.18(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit D hereto; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Agent (each an “"Assumption Agreement”"), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.18(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopiertelecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any from time to time, whether or not the Commitments have been reduced pursuant to Section 4.5, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount of $10,000,000 25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled final Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed the aggregate amount of the Commitments as of the date hereof plus $450,000,000 200,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments Commitments, which shall be at least five Business Days prior to the Increase Date (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,00010,000,000 or more. The Borrower, at its discretion, may withdraw its request for a Commitment Increase at any time prior to the Increase Date. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.18(b) (each such Eligible Assignee, and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.19(c), an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.18(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit D hereto; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.18(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (eNew York City time) The Administrative on the Increase Date, make available for the account of its Applicable Lending Office to the Agent shall promptly notify at the Borrower and the Banks of any increase Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments outstanding after giving effect to the relevant Commitment Increase ) over (ii) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Revolving Credit Commitments (without giving effect to the relevant Commitment Increase). After the Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Agent will promptly thereafter cause to be distributed like funds to the other Lenders for the account of their respective Applicable Lending Offices in an amount to each other Lender such that the aggregate amount of the aggregate Commitments pursuant outstanding Advances owing to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, Lender after giving effect to such adjustments, each Bank shall hold participations in each distribution equals such Letter Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Revolving Credit in accordance with Commitment as a percentage of the aggregate Revolving Percentage of such Bank Credit Commitments outstanding after giving effect to the relevant Commitment Increase), and the Borrower shall pay such increaseLender any amounts due pursuant to Section 8.04.

Increase in the Aggregate Commitments. (a) The Borrower may, at any from time to time, whether or not the Commitments have been reduced pursuant to Section 4.5, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by an a minimum amount of equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a ““ Commitment Increase”) ), to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event Default or Event of Default shall the aggregate amount have occurred and be continuing as of the Commitments at any time exceed $450,000,000 and (ii) on the date of any such request by or as of the Borrower for a Commitment Increase and on the related applicable Increase Date, or shall occur as a result thereof and, provided, further, that at no time shall the applicable conditions set forth in Section 5.2 shall be satisfiedtotal aggregate Commitment Increase hereunder exceed $150,000,000. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. The increase of the Commitment of any Increasing Lender shall be subject to the prior written consent of each Issuing Bank (such consent not to be unreasonably withheld or delayed). The failure of any Lender to respond shall be deemed to be a refusal of such Lender to increase its Commitment. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Persons (but not to the Borrower or an Affiliate thereof or any natural person) reasonably acceptable to the Administrative Agent, each Issuing Bank and the Swing Line Lender (each, an “Eligible Assignees Assignee”) to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.19(c) (each such Eligible Assignee, an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the second last sentence of Section 2.6(b2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) a certificate of the Borrower or signed by an authorized officer of the Executive Committee Borrower (1) certifying and attaching the resolutions adopted by the board of such Board (directors or other applicable governing body) body of the Borrower approving the Commitment Increase and the corresponding modifications to this Agreement Agreement, and (2) certifying that, before and after giving effect to such increase, (x) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct in all respects) on and as of the Increase Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in such manner as of such earlier date, and except that for purposes of this Section, the representations and warranties contained in Section 3.4(a) shall be deemed to refer, following the first delivery thereof, to the most recent statements furnished pursuant to Section 5.1, and (y) no Default or Event of Default exists and, if requested by the Administrative Agent, (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel)) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters relating to the Commitment Increase; (ii) a joinder agreement from each Assuming Lender, if any, in form and substance reasonably acceptable satisfactory to such Assuming Lender, the Borrower and the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible AssigneeAssuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. . (e) On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.19(d), in the event any Loans are then outstanding, (i) each relevant Increasing Lender and Assuming Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall notify determine, for the Banks (including, without limitation, each Assuming Bank) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, benefit of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each Assuming Bank on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges thatother Lenders, as being required in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such thatcause, after giving effect to the applicable Commitment Increase and the application of such adjustmentsamounts to make payments to such other Lenders, each Bank the Loans to be held ratably by all Lenders as of such date in accordance with their respective Applicable Percentages (after giving effect to the Commitment Increase), (ii) the Borrower shall hold participations in be deemed to have prepaid and reborrowed all outstanding Loans made to it as of such Increase Date (with each such Letter borrowing to consist of Credit Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the Revolving Percentage requirements of Section 2.2) and (iii) the Borrower shall pay to the Lenders the amounts, if any, payable under Section 2.15 as a result of such Bank after giving effect prepayment. (f) This Section shall supersede any provisions in Section 2.17 or Section 10.2 to such increasethe contrary.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not the Commitments have been reduced pursuant to Section 4.5, may by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 30 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,00010,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.19(b) (each such Eligible Assignee, an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit D hereto; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.19(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. p.m. (New York City Pittsburgh, Pennsylvania time), by telecopier, ) of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . Each Increasing Lender and each Assuming Lender shall, before 2:00 p.m. (ePittsburgh, Pennsylvania time) The Administrative on the Increase Date, make available for the account of its Applicable Lending Office to the Agent shall promptly notify at the Borrower and the Banks of any increase Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Ratable Share after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Ratable Share after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after (without giving effect theretoto the relevant Commitment Increase). The Borrower acknowledges that, in order to maintain After the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date Agent’s receipt of such increase (funds from each such Increasing Lender and any each such prepayment or funding shall Assuming Lender, the Agent will promptly thereafter cause to be subject distributed like funds to the other provisions Lenders for the account of this Agreement). Effective upon their respective Applicable Lending Offices in an amount to each other Lender such increase, that the aggregate amount of the participations held by outstanding Revolving Credit Advances owing to each Bank in each Letter of Credit then outstanding shall be adjusted such that, Lender after giving effect to such adjustmentsdistribution equals such Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Ratable Share after giving effect to the relevant Commitment Increase). In addition, on each Increase Date, each Bank Lender that is increasing its Commitment and each Assuming Lender that is joining this Agreement shall hold participations be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the Lenders party to this Agreement immediately prior to the Increase Date, an undivided interest and participation in any Letter of Credit and Swing Line Advance then outstanding, ratably, such that each Lender (including each Lender increasing its Commitment and each Assuming Lender that is joining this Agreement) holds a participation interest in each such Letter of Credit and Swing Line Advance in accordance with the Revolving Percentage amount of such Bank after giving effect to such increaseits then Ratable Share thereof.

Increase in the Aggregate Commitments. (a) A. The Borrower may, at any time, whether or time but in any event not more than twice in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Maturity Date (unless the Administrative Agent otherwise consents), by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by (i) increasing the amount of the Commitment of any Lender which has agreed to such increase (any such Lender, an “Increasing Lender”) and/or (ii) adding one or more Eligible Assignees as parties hereto with Commitments in an amount agreed to by such respective Eligible Assignees; provided that (a) the aggregate amount of any such increase (for all Increasing Lenders and Eligible Assignees on any particular day) shall be $10,000,000 25,000,000 or an a higher integral multiple of $5,000,000 in excess thereof 5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a “Commitment Increase”Lender shall be not less than $5,000,000, (c) to any such increase shall be effective as of a date that is at least 90 days prior to the scheduled Termination Maturity Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (id) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 500,000,000 and (iiiv) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 3.3 shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank that is willing, in its sole discretion, to participate in such requested Commitment Increase (each an “Increasing Bank”) shall give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,000. (d) B. On each Increase Date, each Eligible Assignee that accepts an offer has agreed to participate in a requested the applicable Commitment Increase (each such Eligible Assignee and each Eligible Assignee that agrees to an extension of the Maturity Date in accordance with Section 2.6(b) (each such Eligible Assignee2.15C, an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank for such requested Commitment Increase Lender shall be so increased by such amount (or by the amount allocated to agreed upon by such Bank pursuant to Lender and the last sentence of Section 2.6(b)) as of such Increase DateBorrower; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable satisfactory to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Agent and its counsel; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Eligible AssigneeAssuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d)sentence, the Administrative Agent shall notify the Banks Lenders (including, without limitation, including each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopierfacsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (eNew York City time) The on the Increase Date, make available to the Administrative Agent shall promptly notify at the Borrower Funding and the Banks of any increase Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank outstanding after giving effect thereto. The Borrower acknowledges thatto the relevant Commitment Increase) and, in order the case of such Increasing Lender, an amount equal to maintain the Revolving Percentage excess of each Bank, (i) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment as a non-pro-rata increase in percentage of the aggregate Commitments may require prepayment or funding outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of all or portions the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of certain Loans on the date aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such increase (funds from each such Increasing Lender and any each such prepayment or funding shall Assuming Lender, the Administrative Agent will promptly thereafter cause to be subject distributed like funds to the other provisions of this Agreement). Effective upon Lenders in an amount to each other Lender such increase, that the aggregate amount of the participations held by outstanding Loans owing to each Bank in each Letter of Credit then outstanding shall be adjusted such that, Lender after giving effect to such adjustments, each Bank shall hold participations in each distribution equals such Letter Lender’s ratable portion of Credit in accordance with the Revolving Percentage aggregate Loans then outstanding (calculated based on its Commitment as a percentage of such Bank the aggregate Commitments outstanding after giving effect to such increasethe relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not time prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative AgentAgent and in accordance with Section 2.12(b), request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 25,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and 750,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Section 5.2 Sections 3.2 and 6.2 shall be satisfiedsatisfied and (iii) prior to the effectiveness of any such increase, the Borrower shall deliver a certified copy of their Board of Directors' resolutions authorizing such increase. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “"Commitment Date”"). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “"Increasing Bank”Lender") shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Failure of a Lender to provide any such notice shall be considered a rejection of an offer to increase its commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,0005,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase requested in accordance with Section 2.6(b2.12(a) (each such Eligible Assignee, an “"Assuming Bank”Lender") shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such the amount of the Commitment Increase so requested (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.12(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. 11:00 A.M. (New York City Chicago time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (eChicago time) The on the Increase Date, make available for the account of its applicable lending office to the account of the Administrative Agent shall promptly notify the Borrower and the Banks of any increase Agent, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender's ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank outstanding after giving effect thereto. The Borrower acknowledges thatto the relevant Commitment Increase) and, in order the case of such Increasing Lender, an amount equal to maintain the Revolving Percentage excess of each Bank, (i) such Increasing Lender's ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a non-pro-rata increase in percentage of the aggregate Commitments may require prepayment or funding outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender's ratable portion of all or portions the Borrowings then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of certain Loans on the date aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent's receipt of such increase (funds from each such Increasing Lender and any each such prepayment or funding shall Assuming Lender, the Administrative Agent will promptly thereafter cause to be subject distributed like funds to the other provisions Lenders for the account of this Agreement). Effective upon their respective applicable lending offices in an amount to each other Lender such increase, that the aggregate amount of the participations held by outstanding Loans owing to each Bank in each Letter of Credit then outstanding shall be adjusted such that, Lender after giving effect to such adjustments, each Bank shall hold participations in each distribution equals such Letter Lender's ratable portion of Credit in accordance with the Revolving Percentage Borrowings then outstanding (calculated based on its Commitment as a percentage of such Bank the aggregate Commitments outstanding after giving effect to such increasethe relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time but in any event not more than twice in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5latest Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the latest scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 2,500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Date no Default shall have occurred and be satisfiedcontinuing. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. No Lender shall have any obligation to participate in such a requested Commitment Increase, and the election of any Lender to Participate in such a requested Commitment Increase shall not obligate any other Lender to so participate. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b) (each such Eligible Assignee, an “Assuming Bank”2.19(b) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit C hereto; (ii) an assumption agreement Assumption Agreement from each Assuming BankLender, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.19(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower Guarantor may, at any time, whether or time but in any event not more than once in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 1,800,000,000 and (ii) on the date of any request by the Borrower Guarantor for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower Guarantor for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “"Commitment Date”"). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “"Increasing Bank”Lender") shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower Guarantor and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower Guarantor as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower Guarantor may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,00010,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.17(b) (each such Eligible AssigneeAssignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.18(c), an “"Assuming Bank”Lender") shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower each Loan Party or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower Loan Parties (which may be in-house counsel), in substantially the form of Exhibits D-1 and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)D-2 hereto; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Guarantor and the Agent (each an “"Assumption Agreement”"), duly executed by such Eligible Assignee, the Administrative Agent and the BorrowerGuarantor; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower Guarantor and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.17(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the BorrowerLoan Parties, on or before 1:00 P.M. (New York City time), by telecopiertelecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not time prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative AgentAgent and in accordance with Section 2.12(b), request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and 600,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Section 5.2 Sections 3.2(f) and 6.2 shall be satisfiedsatisfied and (iii) prior to the effectiveness of any such increase, the Borrower shall deliver a certified copy of their Board of Directors’ resolutions authorizing such increase. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Failure of a Lender to provide any such notice shall be considered a rejection of an offer to increase its commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent.. 1663651.11-New York Server 7A - MSW (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,0005,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase requested in accordance with Section 2.6(b2.12(a) (each such Eligible Assignee, an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such the amount of the Commitment Increase so requested (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.12(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. 11:00 A.M. (New York City Chicago time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (eChicago time) The on the Increase Date, make available for the account of its applicable lending office to the account of the Administrative Agent shall promptly notify the Borrower and the Banks of any increase Agent, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank outstanding after giving effect thereto. The Borrower acknowledges thatto the relevant Commitment Increase) and, in order the case of such Increasing Lender, an amount equal to maintain the Revolving Percentage excess of each Bank, (i) such Increasing Lender’s ratable portion of the Borrowings then outstanding (calculated based on its Commitment as a non-pro-rata increase in percentage of the aggregate Commitments may require prepayment or funding outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of all or portions the Borrowings then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of certain Loans on the date aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such increase (funds from each such Increasing Lender and any each such prepayment or funding shall Assuming Lender, the Administrative Agent will promptly thereafter cause to be subject distributed like funds to the other provisions Lenders for the account of this Agreement). Effective upon their respective applicable lending offices in an amount to each other Lender such increase, that the aggregate amount of the participations held by outstanding Loans owing to each Bank in each Letter of Credit then outstanding shall be adjusted such that, Lender after giving effect to such adjustments, each Bank shall hold participations in each distribution equals such Letter Lender’s ratable portion of Credit in accordance with the Revolving Percentage Borrowings then outstanding (calculated based on its Commitment as a percentage of such Bank the aggregate Commitments outstanding after giving effect to such increasethe relevant Commitment Increase).

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not the Commitments have been reduced pursuant to Section 4.5, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 1,800,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank that is willing, in its sole discretion, to participate in such requested Commitment Increase (each an “Increasing Bank”) shall give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b) (each such Eligible Assignee, an “Assuming Bank”) shall become a Bank party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank pursuant to the last sentence of Section 2.6(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d), the Administrative Agent shall notify the Banks (including, without limitation, each Assuming Bank) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each Assuming Bank on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not the Commitments have been reduced pursuant to Section 4.5, time by written notice to the Administrative Agent, request that an increase in the aggregate amount of the Commitments be increased Term Loan Commitments, in the form of an additional tranche within the Term Loan Facility, by an amount of $10,000,000 or an integral multiple of not less than $5,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and 375,000,000 in the aggregate, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfiedsatisfied and such Commitment Increase shall not constitute or give rise to a default or event of default (whether with the giving of notice, passage of time or otherwise) under any agreement (including, without limitation, the Existing Credit Agreement) to which the Parent Guarantor or any of its Subsidiaries are bound or subject, and Borrower shall have delivered to Administrative Agent a certification of the foregoing signed by a Responsible Officer together with such supporting information demonstrating compliance with the foregoing as Administrative Agent may reasonably request, (iii) with respect to any Term Loan Borrowing in connection with any Commitment Increase consisting of Eurodollar Rate Advances, such Borrowing must occur only on the first day of an Interest Period, and (iv) the Borrower may not request a Commitment Increase in the event that all Advances that had been outstanding prior to such requested increase have been prepaid. (b) The Administrative Agent shall promptly notify the Banks Lenders of a each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each each, an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment in respect of the Facility (the “Proposed Increased Commitment”). If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks to each Lender willing to participate therein in such amounts as are agreed between an amount equal to the Borrower and Commitment Increase multiplied by the Administrative Agentratio of each Lender’s Proposed Increased Commitment to the aggregate amount of Proposed Increased Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.17(c) (each such Eligible Assignee, an “Assuming BankAcceding Lender”) shall become a Bank Lender party in respect of the applicable Increasing Facility to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on at or before 12:00 Noon (Cleveland, Ohio time) on such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel)an accession agreement from each Acceding Lender, if any, in form and substance reasonably acceptable satisfactory to the Borrower and the Administrative AgentAgent (each, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if any, substantially in the form of Exhibit E hereto (each an “Assumption Accession Agreement”), duly executed by such Eligible AssigneeAcceding Lender, the Administrative Agent and the Borrower; and; (iiiii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent, together with an amended Schedule I hereto as may be necessary for such Schedule I to be accurate and complete, certified as correct and complete by a Responsible Officer of the Borrower; (iii) a new Note for each Increasing Lender or Acceding Lender so that the principal amount of such Lender’s Note shall equal its Term Loan Commitment. The Agent shall deliver such replacement Note to the respective Acceding Lender or Increasing Lenders (with respect to an Increasing Lender, in exchange for the Notes replaced thereby which shall be surrendered by such Increasing Lender). Such new Notes shall provide that they are replacements for the surrendered Notes, and that they do not constitute a novation, shall be dated as of the applicable Increase Date and shall otherwise be in substantially the form of the replaced Notes. Simultaneously with such increase, the Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the closing under this Agreement. Any surrendered Notes shall be cancelled and returned to the Borrower; and (iv) such certificates or other information as may be required pursuant to Section 3.02. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.17(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankAcceding Lender) and the Borrower, on at or before 1:00 P.M. (New York City Cleveland, Ohio time), by telecopiertelecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Acceding Lender on such date. (e) The On the Increase Date, each Increasing Lender or Acceding Lender, as applicable, shall fund to Administrative Agent in immediately available funds their respective Commitment Increase as an Advance, and Administrative Agent shall promptly notify the make such Advance available to Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increaseas an additional Term Loan.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not time prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 50,000,000 or an integral multiple of $5,000,000 in excess thereof more (each a “Commitment Increase”) to be ), effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and 450,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 3.02 shall be satisfied, and (iii) on the Commitment Date (as defined below) and after giving effect to the Commitment Increase, the Borrower’s Public Debt Ratings shall be at least BBB- by S&P or Baa3 by ▇▇▇▇▇’▇. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date Date, and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in proportion to the amounts offered by such amounts Lenders or as are otherwise agreed between among each such Lender, the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.16(b) (each such Eligible Assignee, an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such the applicable amount (or by the amount allocated to such Bank pursuant to the last sentence of determined in accordance with Section 2.6(b)2.16(b) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and Agreement; (Bii) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit E hereto; (iiiii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible AssigneeAssuming Lender, the Administrative Agent and the Borrower; and (iiiiv) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.16(d), and subject to the conditions specified in Section 2.16(a), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopierfacsimile transmission or electronic mail message, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not time after the Commitments have been reduced pursuant Effective Date and prior to Section 4.5the Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Revolving Credit Commitments be increased (with, at the Borrower’s option and subject to the agreement of an Issuing Bank (not to be unreasonably withheld or delayed), a proportionate increase in the Letter of Credit Facility) by an amount of $10,000,000 or an integral multiple of $5,000,000 10,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the latest scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Revolving Credit Commitments at any time exceed $450,000,000 1,500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Section 5.2 3.02 shall be satisfied. (b) The Administrative Agent shall promptly notify one or more Lenders (as requested by the Banks Borrower) of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks applicable Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Commitment Date”). Each Bank applicable Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. If the Banks applicable Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks applicable Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. If any Lender shall fail to notify the Agent and the Borrower in writing of its consent to any such request for a Commitment Increase on or prior to the Commitment Date, such Lender shall be deemed to have declined such request. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks applicable Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks applicable Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the applicable Lenders as of the applicable Commitment Date; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,00020,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.18(b) (each such Eligible AssigneeAssignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.19(c), an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.18(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) committee thereof of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions if requested by the Agent, an opinion of counsel for the Borrower (which may be in-house counsel), ) in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit D hereto; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.18(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopierfacsimile or e-mail, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) The Administrative Agent shall promptly notify On the Increase Date, if any Revolving Credit Advances are then outstanding, the Borrower and the Banks of any increase in the amount shall borrow from all or certain of the aggregate Commitments pursuant Lenders and/or (subject to this compliance by the Borrower with Section and of the respective adjusted Commitment and 8.04(c)) prepay Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding Credit Advances of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted Lenders such that, after giving effect to thereto, the Revolving Credit Advances (including, without limitation, the Types and Interest Periods thereof) shall be held by the Lenders (including for such adjustments, each Bank shall hold participations in each such Letter of Credit purposes the Increasing Lenders and the Assuming Lenders) ratably in accordance with their respective Revolving Credit Commitments. On and after each Increase Date, the Ratable Share of each Lender’s participation in Letters of Credit and in Revolving Percentage Credit Advances from draws under Letters of such Bank Credit shall be calculated after giving effect to each such increaseCommitment Increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time but in any event not more than once in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5latest Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Revolving Credit Commitment be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof 25,000,000 (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the latest scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Revolving Credit Commitments at any time exceed $450,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 shall be satisfied300,000,000. (b) The Administrative Agent shall promptly notify the Banks Revolving Credit Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Revolving Credit Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Commitment Date”). Each Bank Revolving Credit Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. If the Banks Revolving Credit Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Revolving Credit Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Revolving Credit Lenders as of the applicable Commitment Date; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount not less than exceeding $10,000,0005,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.21(b) (each such Eligible Assignee, an “Assuming BankLender”) shall become a Bank Revolving Credit Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Revolving Credit Lender pursuant to the last sentence of Section 2.6(b2.21(b)) as of such Increase Date; provided, however, that (i) the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit D hereto; (iiB) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iiiC) confirmation from each Increasing Bank Lender of the increase in the amount of its Revolving Credit Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d), the Administrative Agent shall notify the Banks (including, without limitation, each Assuming Bank) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank and each Assuming Bank on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.; and

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time but in any event not more than twice in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5latest Termination Date, by notice to the Administrative Paying Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the latest scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Paying Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 3,750,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Date no Default shall have occurred and be satisfiedcontinuing. (b) The Administrative Paying Agent shall promptly notify the Banks Lenders and such Eligible Assignees as have been identified by the Borrower of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments and such Eligible Assignees must respond to the requested Commitment Increase (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Paying Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders and such Eligible Assignees notify the Administrative Paying Agent and the Borrower that they are willing to increase or establish the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein and such Eligible Assignees in such amounts as are agreed between among the Borrower Borrower, the Paying Agent and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment DateIssuing Banks; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than $10,000,000. No Lender shall have any obligation to participate in such a requested Commitment Increase, and the election of any Lender to Participate in such a requested Commitment Increase shall not obligate any other Lender to so participate. (dc) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b) (each such Eligible Assignee, an “Assuming Bank”2.19(b) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.19(b)) as of such Increase Date; provided, however, that the Administrative Paying Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit C hereto; (ii) an assumption agreement Assumption Agreement from each Assuming BankLender, if any, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Paying Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Paying Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.19(c), the Administrative Paying Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not the Commitments have been reduced pursuant to Section 4.5, by written notice to the Administrative Agent, request that an increase in the aggregate amount of the Revolving Credit Commitments be increased by an amount of $10,000,000 or an integral multiple of not less than $5,000,000 in excess thereof (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 300,000,000, (ii) in no event shall the Borrower submit more than four separate requests for a Commitment Increase hereunder, and (iiiii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each each, an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment (the “Proposed Increased Commitment”). If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks to each Lender willing to participate therein in such amounts as are agreed between an amount equal to the Borrower and Commitment Increase multiplied by the Administrative Agentratio of each Lender’s Proposed Commitment to the aggregate amount of Proposed Commitments. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.17(c) (each such Eligible Assignee, an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Administrative Agent (each each, an “Assumption Agreement”), duly executed by such Eligible AssigneeAssuming Lender, the Administrative Agent and the Borrower; and (iiiii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.17(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopiertelecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) On the Increase Date, to the extent the Advances then outstanding and owed to any Lender immediately prior to the effectiveness of the Commitment Increase shall be less than such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase) of all Advances then outstanding and owed to all Lenders (each such Lender, including any Assuming Lender, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to each Lender that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender shall equal such Lender’s Pro Rata Share (calculated immediately following the effectiveness of the Commitment Increase on the Increase Date) of all Advances then outstanding and owed to all Lenders. The Administrative Agent shall promptly notify calculate the Borrower net amount to be paid by each Purchasing Lender and received by each Selling Lender in connection with the Banks of any increase in assignments effected hereunder on the Increase Date. Each Purchasing Lender shall make the amount of its required payment available to the aggregate Commitments pursuant Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Increase Date. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office. If in connection with the transactions described in this Section and 2.17 any Lender shall incur any losses, costs or expenses of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The type described in Section 9.04(c), then the Borrower acknowledges thatshall, in order to maintain the Revolving Percentage of each Bank, upon demand by such Lender (with a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date copy of such increase (and any such prepayment or funding shall be subject demand to the other provisions of this AgreementAdministrative Agent). Effective upon such increase, pay to the amount of Administrative Agent for the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage account of such Bank after giving effect Lender any amounts required to compensate such increaseLender for such losses, costs or expenses reasonably incurred.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or not the Commitments have been reduced pursuant to Section 4.5, may by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 30 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 500,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof (or such lower amount as the Borrower and the Agent otherwise agree). (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.19(c) (each such Eligible Assignee, an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.19(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.19(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. p.m. (New York City Pittsburgh, Pennsylvania time), by telecopier, ) of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . Each Increasing Lender and each Assuming Lender shall, before 2:00 p.m. (ePittsburgh, Pennsylvania time) The Administrative on the Increase Date, make available for the account of its Applicable Lending Office to the Agent shall promptly notify at the Borrower and the Banks of any increase Agent’s Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Ratable Share after giving effect to the relevant Commitment Increase) and, in the case of such Increasing Lender, an amount equal to the excess (if any) of (i) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Ratable Share after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after (without giving effect theretoto the relevant Commitment Increase)). The Borrower acknowledges that, in order to maintain After the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date Agent’s receipt of such increase (funds from each such Increasing Lender and any each such prepayment or funding shall Assuming Lender, the Agent will promptly thereafter cause to be subject distributed like funds to the other provisions Lenders for the account of this Agreement). Effective upon their respective Applicable Lending Offices in an amount to each other Lender such increase, that the aggregate amount of the participations held by outstanding Revolving Credit Advances owing to each Bank in each Letter of Credit then outstanding shall be adjusted such that, Lender after giving effect to such adjustmentsdistribution equals such Lender’s ratable portion of the Revolving Credit Borrowings then outstanding (calculated based on its Ratable Share after giving effect to the relevant Commitment Increase). In addition, on each Increase Date, each Bank Lender that is increasing its Commitment and each Assuming Lender that is joining this Agreement shall hold participations be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the Lenders party to this Agreement immediately prior to the Increase Date, an undivided interest and participation in any Letter of Credit and Swing Line Advance then outstanding, ratably, such that each Lender (including each Lender increasing its Commitment and each Assuming Lender that is joining this Agreement) holds a participation interest in each such Letter of Credit and Swing Line Advance in accordance with the Revolving Percentage amount of such Bank after giving effect to such increaseits then Ratable Share thereof.

Increase in the Aggregate Commitments. (a) The Borrower Company may, at any time, whether or time but in any event not more than twice in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5latest Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount in minimum increments of $10,000,000 or an integral multiple of $5,000,000 in excess thereof 25,000,000 (each a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the latest scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 2,500,000,000 and (ii) on the date of any request by the Borrower Company for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Section 5.2 3.03 shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower Company for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower Company and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower Company as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower Company may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an a minimum amount not less than of $10,000,000. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.18(b) (each such Eligible AssigneeAssignee and each Eligible Assignee that agrees to become a party hereto in accordance with Section 2.19, an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.18(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower Company or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower Company (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit E hereto; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Company and the Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, the Administrative Agent and the BorrowerCompany; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower Company and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.18(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the BorrowerCompany, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) The Administrative Agent shall promptly notify . Each Increasing Lender and each Assuming Lender shall, to the Borrower and the Banks extent applicable, purchase that portion of any increase in the amount outstanding Advances of the aggregate Commitments pursuant other Lenders or take such other actions as the Agent may determine to this Section be necessary to cause the Advances and of the respective adjusted Commitment funded and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, unfunded participations in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter Letters of Credit then outstanding shall to be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit held on a pro rata basis by the Lenders in accordance with their Ratable Share, and the Revolving Percentage of Company shall pay such Bank after giving effect Lender any amounts due pursuant to such increaseSection 9.04.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time but in any event not more than three times in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “"Commitment Increase”") to be effective as of a date that is at least 90 60 days prior to the scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 400,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “"Commitment Date”"). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “"Increasing Bank”Lender") shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,0005,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.17(b) (each such Eligible AssigneeAssignee and each Eligible Assignee that agrees to an extension of the Termination Date in accordance with Section 2.18(c), an “"Assuming Bank”Lender") shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Committee of such Board (or other governing body) approving this Agreement after giving effect to the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit D hereto; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrower and the Agent (each an “"Assumption Agreement”"), duly executed by such Eligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.17(d), (x) the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopiertelecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. date and (ey) The Administrative Agent shall promptly notify the Borrower shall deliver to the Agent notice as required under Section 2.09 to prepay Advances, and the Banks a Notice of any increase in the amount of the aggregate Commitments pursuant to this Borrowing under Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that2.02, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of case such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, that after giving effect to such adjustments, repayment and such Borrowing each Bank of the Lenders shall hold participations have made Advances ratably in each such Letter of Credit in accordance with the Revolving Percentage of such Bank proportion to their respective Commitments after giving effect to such increasethe Commitment Increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time but in any event not more than twice in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 10,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 45 days prior to the scheduled Termination Date (without giving effect to the proviso contained in the definition thereof) then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 2,900,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions precedent set forth in Section 5.2 3.02 shall be satisfiedhave been satisfied as of the date of such request and as of the applicable Increase Date. (b) The Administrative Agent shall promptly notify the Banks Lenders, if any, identified by the Borrower of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender so identified by the Borrower that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks such Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks such Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly If the Borrower shall have requested any of the Lenders to participate in any Commitment Increase, promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, or if the Borrower shall elect not to request that any of the Lenders participate in such Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees financial institutions reasonably acceptable to the Administrative Agent to participate in such Commitment Increase or any portion of the requested Commitment Increase that has not been committed to by the Lenders Lenders, if any, so invited to increase Commitments pursuant to Section 2.14(b) as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee institution shall be in an amount of not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.14(c) (each such Eligible Assigneeinstitution and each Person that agrees to an extension of the Termination Date in accordance with Section 2.15(c), an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.14(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Finance Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably acceptable satisfactory to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c); (ii) an assumption agreement from each Assuming Bank, if anyLender, substantially in the form of Exhibit E hereto (each an “Assumption Agreement”), duly executed by such Eligible AssigneeAssuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.14(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopierfacsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. . Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (eNew York City time) The on the Increase Date, purchase at par that portion of outstanding Advances of the other Lenders or take such other actions as the Administrative Agent shall promptly notify may determine to be necessary to cause the Borrower Advances to be funded and held on a pro rata basis by the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit Lenders in accordance with the Revolving Percentage of such Bank after giving effect to such increasetheir respective Commitments.

Increase in the Aggregate Commitments. (a) The Borrower Borrowers may, at any time, whether or time but in any event not more than once in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 10,000,000 in excess thereof (each a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 and 250,000,000, (ii) on the date of any request by the Borrower Borrowers for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 5.2 Public Debt Rating from ▇▇▇▇▇'▇ and S&P shall be satisfiedbetter than or equal to Baa3 and BBB-, respectively, and (iii) on the date of any request by the Borrowers for a Commitment Increase and on the related Increase Date, no Default shall have occurred and be continuing. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower Borrowers for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “"Commitment Date”"). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “"Increasing Bank”Lender") shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower Borrowers and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower Borrowers as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower Borrowers may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,0005,000,000 or an integral multiple of $1,000,000 is excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.18(c) (each such Eligible Assignee, an “"Assuming Bank”Lender") shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.18(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the each Borrower or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower Borrowers (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit D hereto; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Borrowers and the Agent (each an “"Assumption Agreement”"), duly executed by such Eligible Assignee, the Administrative Agent and the BorrowerBorrowers; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower Borrowers and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.18(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the BorrowerBorrowers, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower Guarantor may, at any time, whether or time but in any event not more than once in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Revolving Credit Commitments be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (each a “"Commitment Increase”") to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however, however that (i) in no event shall the aggregate amount of the Revolving Credit Commitments at any time exceed $450,000,000 2,650,000,000 and (ii) on the date of any request by the Borrower Guarantor for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Section 5.2 Article III shall be satisfied. (b) The Administrative Agent shall promptly notify the Banks Lenders of a request by the Borrower Guarantor for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “"Commitment Date”"). Each Bank Lender that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “"Increasing Bank”Lender") shall shall, in its sole discretion, give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. If the Banks Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks Lenders willing to participate therein in such amounts as are agreed between the Borrower Guarantor and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower Guarantor as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower Guarantor may request Banks to increase their participation and extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount not less than of $10,000,00010,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.18(b) (each such Eligible Assignee, an “"Assuming Bank”Lender") shall become a Bank Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.18(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower each Loan Party or the Executive Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower Loan Parties (which may be in-house counsel), in substantially the form of Exhibits D-1 and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)D-2 hereto; (ii) an assumption agreement from each Assuming BankLender, if any, substantially in form and substance satisfactory to the form of Exhibit E hereto Guarantor and the Agent (each an “"Assumption Agreement”"), duly executed by such Eligible Assignee, the Administrative Agent and the BorrowerGuarantor; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower Guarantor and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.18(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the BorrowerLoan Parties, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.

Increase in the Aggregate Commitments. (a) The Borrower may, at any time, whether or time but in any event not more than twice in any calendar year prior to the Commitments have been reduced pursuant to Section 4.5Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by an amount of $10,000,000 or an integral multiple of $5,000,000 10,000,000 in excess thereof (each a “Commitment Increase”) to be effective as of a date that is at least 90 45 days prior to the scheduled Termination Date (without giving effect to the proviso contained in the definition thereof) then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $450,000,000 2,000,000,000 and (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions precedent set forth in Section 5.2 3.02 shall be satisfiedhave been satisfied as of the date of such request and as of the applicable Increase Date. (b) The Administrative Agent shall promptly notify the Banks Lenders, if any, identified by the Borrower of a request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which the Banks Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Bank Lender so identified by the Borrower that is willing, in its sole discretion, willing to participate in such requested Commitment Increase (each an “Increasing BankLender”) shall give written notice to the Administrative Agent and the Borrower on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Banks such Lenders notify the Administrative Agent and the Borrower that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Banks such Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) Promptly If the Borrower shall have requested any of the Lenders to participate in any Commitment Increase, promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Banks Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Banks Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, or if the Borrower shall elect not to request that any of the Lenders participate in such Commitment Increase, then the Borrower may request Banks to increase their participation and extend offers to one or more Eligible Assignees financial institutions reasonably acceptable to the Administrative Agent to participate in such Commitment Increase or any portion of the requested Commitment Increase that has not been committed to by the Lenders Lenders, if any, so invited to increase Commitments pursuant to Section 2.15(b) as of the applicable Commitment Date; provided, however, that the Revolving Commitment of each such Eligible Assignee institution shall be in an amount of not less than $10,000,000. (d) On each Increase Date, each Eligible Assignee institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.6(b2.15(c) (each such Eligible Assigneeinstitution and each Person that agrees to an extension of the Termination Date in accordance with Section 2.16(c), an “Assuming BankLender”) shall become a Bank Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Bank Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Bank Lender pursuant to the last sentence of Section 2.6(b2.15(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors (or other governing body) of the Borrower or the Executive Finance Committee of such Board (or other governing body) approving the Commitment Increase and the corresponding modifications to this Agreement and (B) opinions an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably acceptable to the Administrative Agent, covering the matters covered by the opinions of counsel delivered pursuant to Section 5.1(c)Exhibit D hereto; (ii) an assumption agreement from each Assuming Bank, if anyLender, substantially in the form of Exhibit E G hereto (each an “Assumption Agreement”), duly executed by such Eligible AssigneeAssuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Bank Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.6(d2.15(d), the Administrative Agent shall notify the Banks Lenders (including, without limitation, each Assuming BankLender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Bank Lender and each Assuming Bank Lender on such date. (e) The Administrative Agent shall promptly notify the Borrower and the Banks of any increase in the amount of the aggregate Commitments pursuant to this Section and of the respective adjusted Commitment and Revolving Percentage of each Bank after giving effect thereto. The Borrower acknowledges that, in order to maintain the Revolving Percentage of each Bank, a non-pro-rata increase in the aggregate Commitments may require prepayment or funding of all or portions of certain Loans on the date of such increase (and any such prepayment or funding shall be subject to the other provisions of this Agreement). Effective upon such increase, the amount of the participations held by each Bank in each Letter of Credit then outstanding shall be adjusted such that, after giving effect to such adjustments, each Bank shall hold participations in each such Letter of Credit in accordance with the Revolving Percentage of such Bank after giving effect to such increase.