Common use of Increase in the Aggregate Commitments Clause in Contracts

Increase in the Aggregate Commitments. A. The Borrower may, at any time but in any event not more than twice in any calendar year prior to the Maturity 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 $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; (d) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section exceed $125,000,000 and (iv) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 3.3 shall be satisfied. B. On each Increase Date, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender shall be increased by the amount agreed upon by such Lender and the Borrower; 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 of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing 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, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. A. (a) The Borrower Company may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)time, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by (i) increasing the an amount of the Commitment of any Lender which has agreed to such increase (any such Lender, $50,000,000 or 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 $25,000,000 or a higher integral multiple of $5,000,000, 50,000,000 in excess thereof (beach a “Commitment Increase”) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 2,000,000,000 and (ivii) 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 3.3 Article III shall be satisfied. B. (b) The Agent shall promptly notify the Lenders and such Eligible Assignees as are identified by the Company of a request by the 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 ▇▇▇▇▇▇▇ and such Eligible Assignees wishing to participate in the Commitment Increase must commit to such Commitment Increase (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (c) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by the such amount agreed upon by allocated to such Lender and the Borroweras 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 of the Borrower Company or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower Company (which may be in-house counsel), in substantially the form and substance reasonably satisfactory to the Administrative Agent and its counselof Exhibit D hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower Company and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the BorrowerCompany; and (iii) confirmation from each Increasing 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 sentencesentence of this Section 2.19(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the BorrowerCompany, on or before 1:00 P.M. (New York City time), by facsimilee-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 Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable purchase that portion of the Loans then outstanding (calculated based on its Commitment as a percentage Advances of the aggregate 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Advances and funded and held on a pro rata basis by the Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increaseaccordance with their Ratable Shares).

Increase in the Aggregate Commitments. A. (a) The Borrower may, Borrowers may at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)time, by written notice to the Administrative Agent, request that the aggregate amount of Administrative Agent increase the Commitments be increased Maximum Revolver Amount (a “Revolver Increase”) 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 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 an amount agreed to by such respective Eligible AssigneesRevolver Increase; provided provided, however, that (av) the aggregate amount of any such increase (for all Increasing Lenders no Default shall have occurred and Eligible Assignees on any particular day) shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount continuing as of the Commitment date of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective request or as of a the effective date that is at least 90 days prior to the Maturity 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 Administrative Agent; Borrowers to ▇▇▇▇▇▇ ▇▇▇▇▇ for Design Service Payments, (dx) 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 no event shall either the aggregate amount of increases in Senior Notes Indentures or the Commitments 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 and consented to by the Borrowers and (z) the other conditions set forth in this Section 2.19 are satisfied. The Administrative Agent shall use commercially reasonable efforts to arrange for the syndication of any Revolver Increase. The Administrative Agent shall promptly inform the Lenders of any such request made by the Borrowers. The aggregate amount of Revolver Increases shall not exceed $125,000,000 100,000,000 and no single such Revolver Increase shall be for an amount less than $10,000,000. (ivb) on the date of any request by the Borrower for a Commitment Increase and on the related On each Increase Date, (i) each New Lender that has chosen to participate in such Revolver Increase shall, subject to the conditions set forth in Section 3.3 shall be satisfied. B. On each Increase Date2.19(a) hereof, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase (each such Eligible Assignee, an “Assuming Lender”) shall become a 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 Lender shall be pursuant to this Section 2.19 will have its Commitment increased by the amount agreed upon by of its share of the Revolver Increase as of such Lender and the BorrowerIncrease 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 of the each Borrower or the Executive Committee of such Board approving the Commitment Revolver Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel)modifications, in form and substance reasonably satisfactory if any, to the Administrative Agent and its counselFinancing Documents required under subclause (vi) below, together with a certificate of each Borrower certifying that there have been no changes to the constitutive documents of such Borrower since the Effective Date, or if there have been changes, copies certified by such Borrower of all such changes; (ii) an assumption agreement from each Assuming LenderNew Lender participating in the Revolver Increase, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each each, an “Assumption Agreement”), duly executed by such Assuming New Lender, the Administrative Agent and the Borrower; andBorrowers; (iii) confirmation from each Increasing 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 sentencethis Section 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 Lenders, any New Lenders (including each Assuming Lender) participating in the Revolver Increase and the BorrowerBorrowers, on or before 1:00 P.M. noon (New York City time), by facsimiletelecopier 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 Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. A. The Borrower may, at any time but in any event not more than twice in any calendar year prior to the Maturity 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 $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the scheduled Maturity Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; (d) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 500,000,000 and (iv) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 3.3 shall be satisfied. B. On each Increase Date, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase (each such Eligible AssigneeAssignee and each Eligible Assignee that agrees to an extension of the Maturity Date in accordance with Section 2.15C, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender shall be increased by the amount agreed upon by such Lender and the Borrower; 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 of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing 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, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any time (including, for avoidance of doubt, after any reduction in the Commitments) but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by (i) increasing the a minimum 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 $25,000,000 or a higher and an integral multiple of $5,000,000, 1,000,000 in excess thereof (beach a “Commitment Increase”) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 2,000,000,000 and (ivii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, as a condition to such Commitment Increase, the following conditions set forth in Section 3.3 precedent shall be satisfied: (A) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of such date, immediately before and immediately after giving effect to such Commitment Increase, as though made on and as of such date (except (x) to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date and (y) such representations and warranties that are qualified by materiality or Material Adverse Effect in the text thereof shall be true and correct in all respects, provided that the date referred to in Section 4.01(e)(ii) shall be deemed to be the date of the most recent audited financial statements referred to in Section 4.01(e)(i) or delivered in accordance with Section 5.01(i)(ii)) and (B) no event has occurred and is continuing, or would result from such Commitment Increase, that constitutes a Default. B. (a) The Borrower may, at its sole discretion, invite its existing Lenders and/or, subject to the consent of the Agent (which consent shall not be unreasonably withheld or delayed), additional Eligible Assignees to become Lenders pursuant to an Assumption Agreement. The Agent shall promptly notify the Lenders or such Eligible Assignees 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 Lenders or such Eligible Assignees wishing to participate in the Commitment Increase must respond (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Any Lender that fails to respond to a request for a Commitment Increase by the Commitment Date shall be deemed to have declined such request. The Commitment of each Eligible Assignee that agrees to participate in the requested Commitment Increase shall be in an amount of not less than $10,000,000. If ▇▇▇▇▇▇▇ and Eligible Assignees notify the Agent 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 such Persons in such amounts as are agreed between the Borrower and the Agent. (b) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.17(b) (each such Eligible Assignee, and any Eligible Assignee that becomes a Lender in accordance with Section 2.20(d), an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.17(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 of the Borrower or the Executive Committee any committee of such Board approving authorizing the Commitment Increase and the corresponding modifications to this Agreement and (B) an a customary opinion of counsel for the Borrower dated such date (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counselcovering customary matters relating thereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing 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 sentencesentence of this Section 2.17(c), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimiletelecopier or other electronic means, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, to the extent applicable, before 2:00 P.M. (New York City time) on the applicable Increase Date, make available to the Administrative Agent purchase at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable par that portion of the Loans then outstanding (calculated based on its Commitment as a percentage Advances of the aggregate Commitments outstanding after giving effect other Lenders or take such other actions as the Agent may determine to be necessary to cause the relevant Advances to be funded pro rata by the Lenders in accordance with the Commitments. In connection with any Commitment Increase) and, in the case of such Increasing LenderBorrower, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from , each such Increasing Assuming Lender and each Increasing Lender may make such Assuming Lender, amendments to this Agreement as the Administrative Agent will promptly thereafter cause determines to be distributed like funds reasonably necessary to evidence the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase). This Section shall supersede Sections 2.14 and 8.01.

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents), 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 (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 $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,0005,000,000 (each such proposed increase, (ca “Commitment Increase”) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (di) in no event shall the aggregate amount of increases the Commitments at any time exceed $375,000,000 in the Commitments pursuant to this Section exceed $125,000,000 and aggregate, (ivii) 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 3.3 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. (b) The Administrative Agent shall promptly notify the Lenders of 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 Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment in respect of the Facility (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent 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 to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio 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 Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the 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 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 Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.17(c) (each such Eligible Assignee, an “Assuming Acceding Lender”) shall become a Lender party in respect of the applicable Increasing Facility to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.17(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 of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel)accession agreement from each Acceding Lender, if any, in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each each, an “Assumption Accession Agreement”), duly executed by such Assuming Acceding Lender, the Administrative Agent and the Borrower; and; (iiiii) confirmation from each Increasing 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 sentencesentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Acceding Lender) and the Borrower, on at or before 1:00 P.M. (New York City Cleveland, Ohio time), by facsimiletelecopier 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 Lender and each Assuming Acceding Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. . (New York City timee) on 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 make such Advance available to the Administrative Agent at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, Borrower as 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)additional Term Loan.

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by (i) increasing the an amount of the Commitment of any Lender which has agreed to such increase (any such Lender, $10,000,000 or 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 $25,000,000 or a higher integral multiple of $5,000,000, 10,000,000 in excess thereof (beach a "COMMITMENT INCREASE") the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 45 days prior to the Maturity scheduled Termination Date (without giving effect to the “Increase Date”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 (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 1,200,000,000 and (ivii) on no Event of Default, or event that with the giving of notice or passage of time or both would constitute an Event of Default, shall have occurred and be continuing as of the date of any such request or as of the applicable Increase Date, or shall occur as a result thereof. (b) The Administrative Agent shall promptly notify the 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 Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the "COMMITMENT DATE"). Each Lender so identified by the Borrower that is willing to participate in such requested Commitment Increase (each an "INCREASING LENDER") shall give written notice to the Administrative Agent on or prior to the related Commitment Date of the amount by which it is willing to increase its Commitment. If such Lenders notify the Administrative Agent 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 such Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. (c) If the Borrower shall have requested any of the Lenders to participate in any Commitment Increase, promptly following each Commitment Date, the conditions set forth Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the 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 extend offers to one or more 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, if any, so invited to increase Commitments pursuant to Section 3.3 2.15(b) as of the applicable Commitment Date; PROVIDED, HOWEVER, that the Commitment of each such institution shall be satisfiedin an amount of not less than $10,000,000. B. (d) On each Increase Date, each institution that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.15(c) (each such institution and each Eligible Assignee that has agreed agrees to participate an extension of the Termination Date in the applicable Commitment Increase (each such Eligible Assigneeaccordance with Section 2.16(c), an “Assuming Lender”"ASSUMING LENDER") shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.15(b)) as of such Increase Date; providedPROVIDED, howeverHOWEVER, 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 of the Borrower or the Executive Finance Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably satisfactory to the Administrative Agent and its counselof Exhibit D hereto; (ii) an assumption agreement from each Assuming Lender, if any, substantially in the form and substance satisfactory to the Borrower and the Administrative Agent of Exhibit G hereto (each an “Assumption Agreement”"ASSUMPTION AGREEMENT"), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing 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 sentencesentence of this Section 2.15(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimiletelecopier 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 Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any time (including, for avoidance of doubt, after any reduction in the Commitments) but in any event not more than (i) once in the calendar year of 2026 and (ii) twice in any other calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by (i) increasing the a minimum 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 $25,000,000 or a higher and an integral multiple of $5,000,000, 1,000,000 in excess thereof (beach a “Commitment Increase”) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 2,000,000,000 and (ivii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, as a condition to such Commitment Increase, the following conditions set forth in Section 3.3 precedent shall be satisfied: (A) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of such date, immediately before and immediately after giving effect to such Commitment Increase, as though made on and as of such date (except (x) to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date and (y) such representations and warranties that are qualified by materiality or Material Adverse Effect in the text thereof shall be true and correct in all respects, provided that the date referred to in Section 4.01(e)(ii) shall be deemed to be the date of the most recent audited financial statements referred to in Section 4.01(e)(i) or delivered in accordance with Section 5.01(i)(ii)) and (B) no event has occurred and is continuing, or would result from such Commitment Increase, that constitutes a Default. B. (b) The Borrower may, at its sole discretion, invite its existing Lenders and/or, subject to the consent of the Agent (which consent shall not be unreasonably withheld or delayed), additional Eligible Assignees to become Lenders pursuant to an Assumption Agreement. The Agent shall promptly notify the Lenders or such Eligible Assignees 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 Lenders or such Eligible Assignees wishing to participate in the Commitment Increase must respond (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Any Lender that fails to respond to a request for a Commitment Increase by the Commitment Date shall be deemed to have declined such request. The Commitment of each Eligible Assignee that agrees to participate in the requested Commitment Increase shall be in an amount of not less than $10,000,000. If ▇▇▇▇▇▇▇ and Eligible Assignees notify the Agent 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 such Persons in such amounts as are agreed between the Borrower and the Agent. (c) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.17(b) (each such Eligible Assignee, and any Eligible Assignee that becomes a Lender in accordance with Section 2.20(de), an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.17(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 of the Borrower or the Executive Committee any committee of such Board approving authorizing the Commitment Increase and the corresponding modifications to this Agreement and (B) an a customary opinion of counsel for the Borrower dated such date (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counselcovering customary matters relating thereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing 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 sentencesentence of this Section 2.17(c), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimiletelecopier or other electronic means, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, to the extent applicable, before 2:00 P.M. (New York City time) on the applicable Increase Date, make available to the Administrative Agent purchase at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable par that portion of the Loans then outstanding (calculated based on its Commitment as a percentage Advances of the aggregate Commitments outstanding after giving effect other Lenders or take such other actions as the Agent may determine to be necessary to cause the relevant Advances to be funded pro rata by the Lenders in accordance with the Commitments. In connection with any Commitment Increase) and, in the case of such Increasing LenderBorrower, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from , each such Increasing Assuming Lender and each Increasing Lender may make such Assuming Lender, amendments to this Agreement as the Administrative Agent will promptly thereafter cause determines to be distributed like funds reasonably necessary to evidence the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase). This Section shall supersede Sections 2.14 and 8.01.

Increase in the Aggregate Commitments. A. (a) The Borrower may, may at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)June 30, 2016, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Revolving Loan Commitment be increased by (i) increasing the an amount of the $5,000,000 or integral multiples of $100,000 in excess thereof (each, a “Revolving Loan Commitment of any Lender which has agreed to such increase (any such Lender, an “Increasing LenderIncrease”) 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 $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) on or before June 30, 2016 as specified in the related notice to the Administrative AgentAgent (such date, the “Revolving Loan Commitment Increase Date”); provided, however, that (dx) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section Revolving Loan Commitment Increases exceed $125,000,000 200,000,000 and (ivy) on the date of any request by the Borrower for a Revolving Loan Commitment Increase and on the related Revolving Loan Increase Date, the conditions set forth in Section 3.3 9.04 shall be satisfied. The Borrower may simultaneously request one or more of the Lenders to increase the amount of its Revolving Loan Commitment and/or arrange for one or more banks or financial institutions not a party hereto to become parties to and Lenders under this Agreement, pursuant to the terms and conditions set forth below. B. On each Increase Date, each (b) The Administrative Agent shall promptly notify such of the Lenders and one or more Eligible Assignee that has agreed Assignees as are identified by the Borrower to receive the invitation to participate in the applicable requested Revolving Loan Commitment Increase, which notice shall include (i) the proposed [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. amount of such requested Revolving Loan Commitment Increase, (ii) the proposed Revolving Loan Commitment Increase Date and (iii) the date by which such Lenders or Eligible Assignees (each such Eligible Assignee, an “Assuming Lender”) wishing to participate in the Revolving Loan Commitment Increase must commit to increase the amount of their respective Revolving Loan Commitments or to establish their respective Revolving Loan Commitments, as the case may be (the “Commitment Date”); provided, however, that with respect to a Revolving Loan Commitment Increase, the Revolving Loan Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more. Each Lender that is willing to participate in such requested Revolving Loan Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Loan Commitment. The requested Revolving Loan Commitment Increase shall be allocated among the Lenders willing to participate therein and the Assuming Lenders in such amounts as are agreed between the Borrower and the Administrative Agent. (c) On each Revolving Loan Commitment Increase Date, each Assuming Lender shall become a Lender party to this Agreement as of such Revolving Loan Commitment Increase Date and the Revolving Loan Commitment of each Increasing Lender for such requested Revolving Loan Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.06(b)) as of such Revolving Loan Commitment Increase Date; provided, however, that the Administrative Agent shall have received on or before such Revolving Loan Commitment Increase Date the following, each dated such date: (i) (A) certified copies of resolutions a consent of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counselGuarantors; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Loan Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Revolving Loan Commitment Increase Date, upon fulfillment of the conditions set forth in Section 2.06(a) and in the immediately preceding sentencesentence of this Section 2.06(c), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, Borrower of the occurrence of the Revolving Loan Commitment Increase to be effected on such Revolving Loan Commitment Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shallWith respect to a Revolving Loan Commitment Increase, before 2:00 P.M. (New York City time) if any Revolving Loans are outstanding on the such Revolving Loan Commitment Increase Date, make available to the Revolving Lenders immediately after effectiveness of such Revolving Loan Commitment Increase shall purchase and assign at par such amounts of the Revolving Loans outstanding at such time as the Administrative Agent at the Funding and Payment Office, in same day funds, in the case may require such that each Revolving Lender holds its pro rata share of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the all Revolving Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to all such assignments. [***] Confidential treatment has been requested for the relevant Commitment Increase) and, in bracketed portions. The confidential redacted portion has been omitted and filed separately with the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender Securities and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)Exchange Commission.

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any time (including, for avoidance of doubt, after any reduction in the Commitments) but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by (i) increasing the an 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 $25,000,000 or a higher an integral multiple of $5,000,000, thereof (beach a “Commitment Increase”) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 2,000,000,000 and (ivii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, as a condition to such Commitment Increase, the following conditions set forth in Section 3.3 precedent shall be satisfied: (A) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of such date, immediately before and immediately after giving effect to such Commitment Increase, as though made on and as of such date (except (x) to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date and (y) such representations and warranties that are qualified by materiality or Material Adverse Effect in the text thereof shall be true and correct in all respects, provided that the date referred to in Section 4.01(e)(ii) shall be deemed to be the date of the most recent audited financial statements referred to in Section 4.01(e)(i) or delivered in accordance with Section 5.01(i)(ii)) and (B) no event has occurred and is continuing, or would result from such Commitment Increase, that constitutes a Default. B. (b) The Agent shall promptly notify the Lenders or such Eligible Assignees identified by the Borrower and approved by the Agent 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 Lenders or such Eligible Assignees wishing to participate in the Commitment Increase must respond (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Any Lender that fails to respond to a request for Commitment Increase by the Commitment Date shall be deemed to have declined such request. The Commitment of each Eligible Assignee that agrees to participate in the requested Commitment Increase shall be in an amount of not less than $10,000,000. If Lenders and Eligible Assignees notify the Agent 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 such Persons in such amounts as are agreed between the Borrower and the Agent. (c) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.17(b) (each such Eligible Assignee, and any Eligible Assignee that becomes a Lender in accordance with Section 2.20(d), an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.17(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 of the Borrower or the Executive Committee any committee of such Board approving authorizing the Commitment Increase and the corresponding modifications to this Agreement and (B) an a customary opinion of counsel for the Borrower dated such date (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counselcovering customary matters relating thereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing 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 sentencesentence of this Section 2.17(c), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimiletelecopier or other electronic means, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, to the extent applicable, before 2:00 P.M. (New York City time) on the applicable Increase Date, make available to the Administrative Agent purchase at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable par that portion of the Loans then outstanding (calculated based on its Commitment as a percentage Advances of the aggregate Commitments outstanding after giving effect other Lenders or take such other actions as the Agent may determine to be necessary to cause the relevant Advances to be funded pro rata by the Lenders in accordance with the Commitments. In connection with any Commitment Increase) and, in the case of such Increasing LenderBorrower, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from , each such Increasing Assuming Lender and each Increasing Lender may make such Assuming Lender, amendments to this Agreement as the Administrative Agent will promptly thereafter cause determines to be distributed like funds reasonably necessary to evidence the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase). This Section shall supersede Sections 2.14 and 8.01.

Increase in the Aggregate Commitments. A. (a) The Borrower Parent may, at any time but in any event not more than twice once in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)latest Facility Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Aggregate Commitment be increased by (i) increasing the an amount of the $10,000,000 or an integral multiple thereof (each a “Commitment of any Lender which has agreed to such increase (any such Lender, an “Increasing LenderIncrease”) 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 $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity latest scheduled Facility Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 1,500,000,000 and (ivii) on the date of any request by the Borrower Parent for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Section 3.3 Article IV shall be satisfied. B. (b) The Administrative Agent shall promptly notify the Lenders and such Eligible Assignees as have been identified by the Parent of a request by the Parent 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 Lenders or Eligible Assignees wishing to participate in the Commitment Increase must commit to participate in the Commitment Increase, which shall be not earlier than 15 days after the date of such notice (the “Commitment Date”); provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more. Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Any Lender that fails to provide timely notice of its agreement to participate in the requested Commitment Increase shall be deemed to have declined to increase its Commitment. If Increasing Lenders and Eligible Assignees notify the Administrative Agent that they are willing to increase the amount of their respective Commitments or participate in the Commitment Increase by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be allocated among the Increasing Lenders and such Eligible Assignees in such amounts (not in excess of the increase committed to by such Increasing Lender) as are agreed by the Parent in consultation with the Administrative Agent. (c) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible AssigneeAssignee and each Eligible Assignee that shall become a party hereto in accordance with Section 2.22, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.19(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 of the Borrower Parent or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower Parent (which may be in-house counsel), in form and substance reasonably satisfactory acceptable to the Administrative Agent and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower Parent and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the BorrowerParent; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower Parent and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentencesentence of this Section 2.19(c), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the BorrowerParent, on or before 1:00 P.M. p.m. (New York City time), by facsimiletelecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. p.m. (New York City time) on the Increase Date, make available to purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal may determine to such Assuming Lender’s ratable portion of be necessary to cause the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to held pro rata by the other Lenders in an amount to each other Lender such that accordance with the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)Commitments.

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)once, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by (i) increasing the an 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 $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, 10,000,000 (ca "Commitment Increase") any such increase shall to be effective as of a date (the "Increase Date") that is at least 90 days prior to the Maturity scheduled Termination Date (the “Increase Date”) then in effect, as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 and (ivii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, (A) the Borrower's Public Debt Rating shall be not lower than A from S&P and A2 from ▇▇▇▇▇'▇ and (B) the conditions set forth in Section 3.3 3.02 shall be satisfied. B. (b) The Agent shall promptly notify the 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 (the "Commitment Date") by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments. Each Lender that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent 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 Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent; provided, however, that in no event shall the commitment of any Lender be increased by an amount greater than the amount of increase such Lender has notified the Agent is acceptable to such Lender. (c) Promptly following the Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the 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 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 Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more. (d) On each the Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.17(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 Lender”") shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.17(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 of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably satisfactory to the Administrative Agent and its counselof Exhibit E hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “"Assumption Agreement”"), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing 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 sentencesentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimiletelecopier 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 Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any from time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents), by notice to the Administrative Agenttime, request (x) that the aggregate amount of the Commitments be increased by having an existing Lender agree in its sole discretion to increase its then existing Commitment (i) increasing the amount of the Commitment of any Lender which has agreed to such increase (any such Lender, an “Increasing Increase Lender”) and/or (ii) by 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 a new Lender hereunder any such increase (for all Increasing Lenders and Eligible Assignees on any particular day) shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; (d) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section exceed $125,000,000 and (iv) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 3.3 shall be satisfied. B. On each Increase Date, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase Person (each such Eligible AssigneePerson, an “Assuming Lender”) approved by the Administrative Agent and each Issuing Bank (in each case, such approval not to be unreasonably withheld or delayed) that shall become agree to provide a Lender party Commitment hereunder or (y) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Commitment Tranche”) to this Agreement as 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 (the “Increase Date”), which shall be a Business Day at least three Business Days after delivery of such Increase Date notice and ten Business Days prior to the Commitment of each Increasing Lender shall be increased by the amount agreed upon by such Lender and the BorrowerTermination 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 the Board of Directors of the Borrower or the Executive Committee of all Commitment Increases hereunder shall not exceed $2,000,000,000; (iii) immediately before and immediately after giving effect to any such Board approving the Commitment Increase and the corresponding modifications use of proceeds thereof (if any), the Borrower shall be in compliance with the financial covenant set forth in Section 6.8 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 (provided that, with respect to any Incremental Revolving Commitment Tranche the primary purpose of which is to finance a Limited Condition Transaction, the requirement pursuant to this Agreement Section 2.19(a)(iv) shall be that no Event of Default under clauses (a) or (b) of Article VIII or, solely with respect to the Borrower, clauses (h) or (i) of Article VIII, shall exist after giving effect to such Incremental Revolving Commitment Tranche); (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 (provided that, with respect to any Incremental Revolving Commitment Tranche the primary purpose of which is to finance a Limited Condition Transaction, the requirement contained in this Section 2.19(a)(v) shall only be required with respect to customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Incremental Revolving Commitment Tranche))); (vi) any Commitment Increase shall rank pari passu in right of payment with the existing Commitments; (vii) no Commitment Increase consisting of an Incremental Revolving Commitment Tranche will have (i) a final maturity earlier than the latest Maturity Date then in effect (as determined as of the applicable Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Commitments then in effect; and (viii) (i) any Commitment Increase (other than an Incremental Revolving Commitment Tranche) shall be on terms that are identical to the existing Commitments or (ii) subject to clauses (vi) and (Bvii) above, any Commitment Increase consisting of an Incremental Revolving Commitment Tranche shall be on terms that are identical to the existing Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than (x) as set forth in this Section 2.19, (y) such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increase Lenders and/or the Assuming Lenders, as applicable, with respect to such Incremental Revolving Commitment Tranche and (z) any other terms, including provisions for security (provided that any such terms shall also be for the benefit of all other Lenders in respect of all Loans and Commitments outstanding at the time that the applicable Commitment Increase becomes effective). Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (iv) and (v) 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 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, (ii) an opinion of counsel for the Borrower agreement (which may be in-house counsela “Commitment Increase Supplement”), in form and substance reasonably satisfactory to the Borrower, each Increase Lender, each Assuming Lender and the Administrative Agent, pursuant to which, effective as of such Increase Date, as applicable, the Commitment of each such Increase Lender shall be increased or each such Assuming Lender shall undertake a Commitment, in each case duly executed by such Increase Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent and its counsel; (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) an assumption 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 from each Assuming Lender, if any, in form the Register and substance satisfactory give prompt notice of the relevant Commitment Increase to the Borrower and the Lenders (including, if applicable, each Assuming Lender). At the election of the Administrative Agent in its sole discretion, any Loans outstanding on such Increase Date shall be reallocated among the Lenders (with Lenders making any required payments to each an “Assumption Agreement”)other) to the extent necessary to keep the outstanding Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Commitments under this Section 2.19. Upon each such Commitment Increase, duly executed by such the participation interests of the Lenders in the then outstanding Letters of Credit shall automatically be adjusted to reflect, and each Lender (including, if applicable, each Assuming Lender) shall have a participation in each such Letter of Credit equal to, the Lenders’ respective Applicable Percentage of the aggregate amount available to be drawn under such 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. The Borrower, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender Increase Lenders and Assuming Lenders, as applicable, may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms 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, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the any Commitment Increase to be effected on such Increase Date and shall record that has become effective in accordance with the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and Payment Office, in same day funds, in the case provisions 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)this Section 2.19.

Increase in the Aggregate Commitments. A. The Borrower may, at At any time prior to the Termination Date (but in any event not more than twice once in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consentsquarter), if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Revolving Credit Commitments (each, a “Commitment Increase”), either by notice designating a Person not theretofore a Lender and acceptable to the Administrative Agent, request each Issuing Bank and each Swing Line Bank (such acceptance not to be unreasonably withheld) (each such Person, an “Assuming Lender”) to become a Lender (provided that the aggregate amount such new Lender accepts a Revolving Credit Commitment of the Commitments not less than US$5,000,000) or by agreeing with an existing Lender that such Lender’s Revolving Credit Commitment shall be increased by (i) increasing the amount of the Commitment of any Lender which has agreed to such increase (any each such Lender, an “Increasing Lender”) and/or ). Upon execution and delivery by the Borrowers and each Increasing Lender or Assuming Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, each Issuing Bank and each Swing Line Bank (ii) adding one each an “Assumption Agreement”), such Increasing Lender shall have a Revolving Credit Commitment as therein set forth or more Eligible Assignees such Assuming Lender shall become a Lender with a Revolving Credit Commitment as parties hereto therein set forth and all the rights and NYDOCS02/1166703 54 obligations of a Lender with Commitments in an amount agreed to by such respective Eligible Assigneesa Revolving Credit Commitment hereunder; provided that (ai) the Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of any each such increase (for all Increasing Lenders and Eligible Assignees which is effective on any particular day) day shall be $at least US$25,000,000 or a higher an integral multiple of $5,000,000thereof, (biii) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; (d) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section shall at no time exceed $125,000,000 US$2,300,000,000 and (iv) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 3.3 shall be satisfied. B. On each Increase Date, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender shall be increased by the amount agreed upon by such Lender and the Borrower; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) date (A) certified copies of resolutions of the Board of Directors of the Borrower or Company evidencing the Executive Committee ability of such Board approving the Company to effect the Commitment Increase and (B) an opinion of counsel for the corresponding Company (which may be in-house counsel), in substantially the form of Exhibit C hereto with such modifications as are reasonably acceptable to the Required Lenders. Upon any increase in the aggregate amount of the Revolving Credit Commitments pursuant to this Agreement Section 2.15, within five Business Days in the case of the Base Rate Advances outstanding, and at the end of the then current Interest Period with respect thereto in the case of the Advances comprising each Eurocurrency Rate Borrowing then outstanding (but in any event within 45 days), the respective Revolving Credit Advances shall be reallocated among the Revolving Credit Lenders so that, after giving effect to such reallocation, the Revolving Credit Advances comprising each Revolving Credit Borrowing and continuing into the subsequent Interest Period are funded by the Lenders ratably according to their respective Unused Revolving Credit Commitments on such day. Each Revolving Credit Lender (x) agrees that the conditions precedent set forth in Section 3.3 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.15 and (y) waives any amounts otherwise payable by any Borrower under Section 2.18 in the event of a reallocation of Revolving Credit Advances pursuant to this Section 2.15 other than on the last day of an Interest Period. At any time prior to the Termination Date (but not more than once in any calendar quarter), if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Australian Commitments, either by designating a consenting Lender not theretofore an Australian Lender and acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld) to become an Australian Lender (an “Assuming Australian Lender”) (provided that such new Australian Lender accepts an Australian Commitment of not less than US$2,500,000) or by agreeing with an existing Australian Lender that such Lender’s Australian Commitment shall be increased (an “Increasing Australian Lender”). Upon execution and delivery by the Company and each Increasing Australian Lender or Assuming Australian Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, such Lender shall have an Australian Commitment as therein set forth; provided that (i) the Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Australian Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least US$5,000,000 or an integral multiple thereof, (iii) the aggregate amount of the Australian Commitments shall at no time exceed US$215,000,000 and (iv) the Administrative Agent shall have received on or before such date (A) certified copies of resolutions of the Board of Directors of the Company and each Australian Borrower evidencing the ability of the Company and each Australian Borrower to effect increase in the Australian Commitments and (B) an opinion of counsel for the Company and each Australian Borrower (which may be in-house counsel), in substantially the form and substance of Exhibit C hereto with such modifications as are reasonably satisfactory acceptable to the Administrative Agent and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, Australian Lenders holding a majority in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender interest of the Australian Commitments. Upon any 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, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the NYDOCS02/1166703 55 Australian Commitments pursuant to this Section 2.15, at the end of the then current Interest Period with respect to Australian Advances comprising each Eurocurrency Rate Borrowing then outstanding Loans owing to each Lender (but in any event within 45 days), the respective Australian Advances shall be reallocated among the Australian Lenders so that, after giving effect to such distribution equals reallocation, the Australian Advances comprising each Australian Borrowing and continuing into the subsequent Interest Period are funded by the Australian Lenders ratably according to their respective Unused Australian Commitments on such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment day. Prior to any reallocation and except as a percentage of the aggregate Commitments outstanding after giving effect otherwise expressly provided herein, any payments made to the relevant Commitment Increase)Australian Lenders shall be made pro rata with respect to their respective Australian Commitments in effect prior to such reallocation. Each Australian Lender (x) agrees that the conditions precedent set forth in Section 3.3 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.15 and (y) waives any amounts otherwise payable by any Borrower under Section 2.18 in the event of a reallocation of Australian Advances pursuant to this Section 2.15 other than on the last day of an Interest Period.

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any from time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents), by notice to the Administrative Agenttime, request (x) that the aggregate amount of the Commitments be increased by having an existing Lender agree in its sole discretion to increase its then existing Commitment (i) increasing the amount of the Commitment of any Lender which has agreed to such increase (any such Lender, an “Increasing Increase Lender”) and/or (ii) by 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 a new Lender hereunder any such increase (for all Increasing Lenders and Eligible Assignees on any particular day) shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; (d) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section exceed $125,000,000 and (iv) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 3.3 shall be satisfied. B. On each Increase Date, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase Person (each such Eligible AssigneePerson, an “Assuming Lender”) approved by the Administrative Agent and each Issuing Bank (in each case, such approval not to be unreasonably withheld or delayed) that shall become agree to provide a Lender party Commitment hereunder or (y) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Commitment Tranche”) to this Agreement as 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 (the “Increase Date”), which shall be a Business Day at least three Business Days after delivery of such Increase Date notice and ten Business Days prior to the Commitment of each Increasing Lender shall be increased by the amount agreed upon by such Lender and the BorrowerTermination 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 all Commitment Increases hereunder shall not exceed $2,000,000,000; (iii) upon the effectiveness of any Commitment Increase, no Event of Default shall have occurred and be continuing or would result from such proposed Commitment Increase (provided that, with respect to any Incremental Revolving Commitment Tranche the primary purpose of which is to finance a Limited Condition Transaction, the requirement pursuant to this Section 2.19(a)(iii) shall be that no Event of Default under clauses (a) or (b) of Article VIII or, solely with respect to the Borrower, clauses (h) or (i) of Article VIII, shall exist after giving effect to such Incremental Revolving Commitment Tranche); (iv) upon the effectiveness of any Commitment Increase, 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) 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) (provided that, with respect to any Incremental Revolving Commitment Tranche the primary purpose of which is to finance a Limited Condition Transaction, the requirement contained in this Section 2.19(a)(iv) shall only be required with respect to customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Lenders providing such Incremental Revolving Commitment Tranche)); (v) any Commitment Increase shall rank pari passu in right of payment with the existing Commitments; (vi) no Commitment Increase consisting of an Incremental Revolving Commitment Tranche will have a final maturity earlier than the latest Maturity Date then in effect (as determined as of the Board applicable Increase Date); and (vii) (i) any Commitment Increase (other than an Incremental Revolving Commitment Tranche) shall be on terms that are identical to the existing Commitments or (ii) subject to clauses (v) and (vi) above, any Commitment Increase consisting of Directors an Incremental Revolving Commitment Tranche shall be on terms that are identical to the existing Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date, and other than (x) as set forth in this Section 2.19, (y) such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increase Lenders and/or the Assuming Lenders, as applicable, with respect to such Incremental Revolving Commitment Tranche and (z) any other terms that are made for the benefit of all other Lenders in respect of all Loans and Commitments outstanding at the time that the applicable Commitment Increase becomes effective. Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (iii) and (iv) 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 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 or stating that the Executive Committee of conditions with respect to such Board approving the Commitment Increase and the corresponding modifications to under this Agreement and Section 2.19 have been satisfied, (Bii) an opinion of counsel for the Borrower agreement (which may be in-house counsela “Commitment Increase Supplement”), in form and substance reasonably satisfactory to the Borrower, each Increase Lender, each Assuming Lender and the Administrative Agent, pursuant to which, effective as of such Increase Date, as applicable, the Commitment of each such Increase Lender shall be increased or each such Assuming Lender shall undertake a Commitment, in each case duly executed by such Increase Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent and its counsel; (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) an assumption 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 from each Assuming Lender, if any, in form the Register and substance satisfactory give prompt notice of the relevant Commitment Increase to the Borrower and the Lenders (including, if applicable, each Assuming Lender). At the election of the Administrative Agent in its sole discretion, any Loans outstanding on such Increase Date shall be reallocated among the Lenders (with Lenders making any required payments to each an “Assumption Agreement”)other) to the extent necessary to keep the outstanding Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Commitments under this Section 2.19. Upon each such Commitment Increase, duly executed by such the participation interests of the Lenders in the then outstanding Letters of Credit shall automatically be adjusted to reflect, and each Lender (including, if applicable, each Assuming Lender) shall have a participation in each such Letter of Credit equal to, the Lenders’ respective Applicable Percentage of the aggregate amount available to be drawn under such 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. The Borrower, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender Increase Lenders and Assuming Lenders, as applicable, may enter into an amendment to this Agreement to effect such modifications as may be necessary to reflect the terms 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, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the any Commitment Increase to be effected on such Increase Date and shall record that has become effective in accordance with the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and Payment Office, in same day funds, in the case provisions 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)this Section 2.19.

Increase in the Aggregate Commitments. A. (a) The Borrower may, may at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)June 30, 2016, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Revolving Loan Commitment be increased by (i) increasing the an amount of the $5,000,000 or integral multiples of $100,000 in excess thereof (each, a “Revolving Loan Commitment of any Lender which has agreed to such increase (any such Lender, an “Increasing LenderIncrease”) 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 $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) on or before June 30, 2016 as specified in the related notice to the Administrative AgentAgent (such date, the “Revolving Loan Commitment Increase Date”); provided, however, that (dx) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section Revolving Loan Commitment Increases exceed $125,000,000 200,000,000 and (ivy) on the date of any request by the Borrower for a Revolving Loan Commitment Increase and on the related Revolving Loan Increase Date, the conditions set forth in Section 3.3 9.04 shall be satisfied. The Borrower may simultaneously request one or more of the Lenders to increase the amount of its Revolving Loan Commitment and/or arrange for one or more banks or financial institutions not a party hereto to become parties to and Lenders under this Agreement, pursuant to the terms and conditions set forth below. B. On each Increase Date, each (b) The Administrative Agent shall promptly notify such of the Lenders and one or more Eligible Assignee that has agreed Assignees as are identified by the Borrower to receive the invitation to participate in the applicable requested Revolving Loan Commitment Increase, which notice shall include (i) the proposed amount of such requested Revolving Loan Commitment Increase, (ii) the proposed Revolving Loan Commitment Increase Date and (iii) the date by which such Lenders or Eligible Assignees (each such Eligible Assignee, an “Assuming Lender”) wishing to participate in the Revolving Loan Commitment Increase must commit to increase the amount of their respective Revolving Loan Commitments or to establish their respective Revolving Loan Commitments, as the case may be (the “Commitment Date”); provided, however, that with respect to a Revolving Loan Commitment Increase, the Revolving Loan Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more. Each Lender that is willing to participate in such requested Revolving Loan Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Loan Commitment. The requested Revolving Loan Commitment Increase shall be allocated among the Lenders willing to participate therein and the Assuming Lenders in such amounts as are agreed between the Borrower and the Administrative Agent. (c) On each Revolving Loan Commitment Increase Date, each Assuming Lender shall become a Lender party to this Agreement as of such Revolving Loan Commitment Increase Date and the Revolving Loan Commitment of each Increasing Lender for such requested Revolving Loan Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.06(b)) as of such Revolving Loan Commitment Increase Date; provided, however, that the Administrative Agent shall have received on or before such Revolving Loan Commitment Increase Date the following, each dated such date: (i) (A) certified copies of resolutions a consent of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counselGuarantors; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the Borrower; andand [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (iii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Loan Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Revolving Loan Commitment Increase Date, upon fulfillment of the conditions set forth in Section 2.06(a) and in the immediately preceding sentencesentence of this Section 2.06(c), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, Borrower of the occurrence of the Revolving Loan Commitment Increase to be effected on such Revolving Loan Commitment Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shallWith respect to a Revolving Loan Commitment Increase, before 2:00 P.M. (New York City time) if any Revolving Loans are outstanding on the such Revolving Loan Commitment Increase Date, make available to the Revolving Lenders immediately after effectiveness of such Revolving Loan Commitment Increase shall purchase and assign at par such amounts of the Revolving Loans outstanding at such time as the Administrative Agent at the Funding and Payment Office, in same day funds, in the case may require such that each Revolving Lender holds its pro rata share of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the all Revolving Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) and, in the case of all such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)assignments.

Increase in the Aggregate Commitments. A. (a) The Borrower Company may, at any time but in any event not more than twice in any calendar year prior to the Maturity Termination Date (unless including on the Administrative Agent otherwise consentsEffective Date), by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by (i) increasing the a minimum amount of the Commitment of any Lender which has agreed to such increase (any such Lender, $5,000,000 or 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 $25,000,000 or a higher integral multiple of $5,000,0001,000,000 in excess thereof (each a “Requested Commitment Increase”), (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall in each case to be effective as of a date that is at least no later than 90 days prior to the Maturity scheduled Termination Date then in effect (any date on which the aggregate Commitments are increased pursuant to this Section 2.23, an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that on and immediately following the Increase Date (di) in no event shall the aggregate amount of increases in the Commitments at any time exceed $300,000,000 and (ii) the representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date of the Increase Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, and at the time of and immediately after giving effect to such Commitment Increase no Event of Default or Default shall have occurred and be continuing. Commitments may be increased pursuant to this Section exceed $125,000,000 and 2.23 no more than twice. (ivb) on The Administrative Agent shall promptly notify the date Lenders of any a request by the Borrower Company for a Requested Commitment Increase, which notice shall include (i) the proposed amount of the Requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date which shall be no later than 30 days after the receipt by the Administrative Agent of notice from the Company pursuant to Section 2.23(a) by which Lenders wishing to participate in the Requested Commitment Increase and must commit to an increase in the amount of their respective Commitments (such date, the “Commitment Date”). Each Lender that is willing to participate in such Requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment (as to each Increasing Lender, its “Proposed Increase Amount”). If the aggregate Proposed Increase Amounts of all Increasing Lenders exceeds the Requested Commitment Increase, then allocations among the Increasing Lenders will be based on the related ratio of each Increasing Lender’s Proposed Increase Amount to the aggregate of all Proposed Increase Amounts. (c) Promptly following the Commitment Date, the conditions set forth Administrative Agent shall notify the Company as to the amount of the aggregate Proposed Increase Amounts. If the amount of the aggregate Proposed Increase Amounts is less than the Requested Commitment Increase, then the Company may extend offers to third party financial institutions to participate in Section 3.3 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 Commitment of each such third party financial institution shall be satisfiedin an amount equal to or greater than $10,000,000. B. (d) On each Increase Date, (x) each Eligible Assignee third party financial institution that has agreed accepts an offer to participate in the applicable a Requested Commitment Increase in accordance with Section 2.23 (each such Eligible Assignee, an a “Assuming New Lender”) shall become a Lender party to this Agreement as of such Increase Date Date, and (y) the Commitment of each Increasing Lender for such Requested Commitment Increase shall be increased by the Increasing Lender’s Proposed Increase Amount (or if less, the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.23 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 a Lender Joinder Agreement substantially in the form of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (ii) an assumption agreement Exhibit G hereto from each Assuming Lender, New Lender if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lenderfinancial institution, the Administrative Agent and the Borrower; andCompany; (iiiii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower Company and the Administrative Agent; and (iii) a certificate of the Company, dated the Increase Date and signed by a Financial Officer of the Company, confirming compliance with the conditions precedent set forth in Section 2.23 (a)(ii) and (a)(iii) above. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentencesentence of this Section 2.23, the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming New Lender) and the BorrowerCompany, on at or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Increase Date, the aggregate amount of the Commitment Increase increase on such date and the aggregate amount of the Commitments after giving effect to such increase, to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming New Lender (if any) on such date. Each Increasing Lender and Commitments increased pursuant to this Section 2.23 shall be deemed a “Commitment”. On each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available Schedule 2.01 shall be automatically deemed to be revised to reflect any increases in the Commitments of the Lenders and any Commitments of New Lenders. The Administrative Agent shall distribute a copy of the revised Schedule 2.01 to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender Company and each such Assuming Lender (including each New Lender, ) not later than the Administrative Agent will promptly thereafter cause to be distributed like funds to fifth Business Day following the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)applicable Increase Date.

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any time but in any event not more than twice once in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by (i) increasing the an amount of the Commitment of any Lender which has agreed to such increase (any such Lender, $10,000,000 or 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 $25,000,000 or a higher integral multiple of $5,000,000, thereof (beach a "COMMITMENT INCREASE") the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”"INCREASE DATE") as specified in the related notice to the Administrative Agent; PROVIDED, HOWEVER that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 250,000,000 and (ivii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, Date (x) the applicable conditions set forth in Section 3.3 Article III shall be satisfiedsatisfied and (y) the Public Debt Rating is BBB+ or better from S&P and Baa1 or better from ▇▇▇▇▇'▇. B. (b) The Agent shall promptly notify the 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 Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the "COMMITMENT DATE"). Each Lender that is willing to participate in such requested Commitment Increase (each an "INCREASING LENDER") shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent 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 Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent. (c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the 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 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 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 has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.17(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 Lender”"ASSUMING LENDER") shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.17(b)) as of such Increase Date; providedPROVIDED, howeverHOWEVER, 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 of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably satisfactory to the Administrative Agent and its counselof Exhibit E hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”"ASSUMPTION AGREEMENT"), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing 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 sentencesentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimiletelecopier 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 Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any time (including, for avoidance of doubt, after any reduction in the Commitments) but in any event not more than twice once in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)Termination Date, by notice to the Administrative Agent, request that the aggregate NYDOCS02/1172294 25 amount of the Commitments be increased by (i) increasing the an 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 $25,000,000 or a higher an integral multiple of $5,000,000, thereof (beach a “Commitment Increase”) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 1,000,000,000 and (ivii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, as a condition to such Commitment Increase, the following conditions set forth in Section 3.3 precedent shall be satisfied: (A) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of such date, immediately before and immediately after giving effect to such Commitment Increase, as though made on and as of such date (except (x) to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date and (y) such representations and warranties that are qualified by materiality or Material Adverse Effect in the text thereof shall be true and correct in all respects, provided that the date referred to in Section 4.01(e)(ii) shall be deemed to be the date of the most recent audited financial statements referred to in Section 4.01(e)(i) or delivered in accordance with Section 5.01(i)(i)) and (B) no event has occurred and is continuing, or would result from such Commitment Increase, that constitutes a Default. B. (b) The Agent shall promptly notify the Lenders or such Eligible Assignees identified by the Borrower and approved by the Agent 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 Lenders or such Eligible Assignees wishing to participate in the Commitment Increase must respond (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Any Lender that fails to respond to a request for Commitment Increase by the Commitment Date shall be deemed to have declined such request. The Commitment of each Eligible Assignee that agrees to participate in the requested Commitment Increase shall be in an amount of not less than $10,000,000. If Lenders and Eligible Assignees notify the Agent 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 such Persons in such amounts as are agreed between the Borrower and the Agent. (c) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.17(b) (each such Eligible Assignee, and any Eligible Assignee that becomes a Lender in accordance with Section 2.20(d), an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.17(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 of the Borrower or the Executive Committee any committee of such Board approving authorizing the Commitment Increase and the corresponding modifications to this Agreement and (B) an a customary opinion of counsel for the Borrower dated such date (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counselcovering customary matters relating thereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; andand NYDOCS02/1172294 26 (iii) confirmation from each Increasing 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 sentencesentence of this Section 2.17(c), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimiletelecopier or other electronic means, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, to the extent applicable, before 2:00 P.M. (New York City time) on the applicable Increase Date, make available to the Administrative Agent purchase at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable par that portion of the Loans then outstanding (calculated based on its Commitment as a percentage Advances of the aggregate Commitments outstanding after giving effect other Lenders or take such other actions as the Agent may determine to be necessary to cause the relevant Advances to be funded pro rata by the Lenders in accordance with the Commitments. In connection with any Commitment Increase) and, in the case of such Increasing LenderBorrower, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from , each such Increasing Assuming Lender and each Increasing Lender may make such Assuming Lender, amendments to this Agreement as the Administrative Agent will promptly thereafter cause determines to be distributed like funds reasonably necessary to evidence the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase). This Section shall supersede Sections 2.14 and 8.01.

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents), 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 (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 $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,0005,000,000 (each such proposed increase, (ca “Commitment Increase”) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (di) in no event shall the aggregate amount of increases the Commitments at any time exceed $375,000,000 in the Commitments pursuant to this Section exceed $125,000,000 and aggregate, (ivii) 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 3.3 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 Credit2018 Revolver/Term Loan 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 RateTerm SOFR 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. (b) The Administrative Agent shall promptly notify the Lenders of 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 Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment in respect of the Facility (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent 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 to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio 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 Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the 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 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 Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.17(c) (each such Eligible Assignee, an “Assuming Acceding Lender”) shall become a Lender party in respect of the applicable Increasing Facility to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.17(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 of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel)accession agreement from each Acceding Lender, if any, in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each each, an “Assumption Accession Agreement”), duly executed by such Assuming Acceding Lender, the Administrative Agent and the Borrower; and; (iiiii) confirmation from each Increasing 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 sentencesentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Acceding Lender) and the Borrower, on at or before 1:00 P.M. (New York City Cleveland, Ohio time), by facsimiletelecopier 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 Lender and each Assuming Acceding Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. . (New York City timee) on 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 make such Advance available to the Administrative Agent at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, Borrower as 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)additional Term Loan.

Increase in the Aggregate Commitments. A. (a) The Borrower Company may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)time, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Revolving Credit Facility-B be increased by (i) increasing the an amount of the Commitment of any Lender which has agreed to such increase (any such Lender, $5,000,000 or 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 $25,000,000 or a higher integral multiple of $5,000,000, 1,000,000 in excess thereof (beach a "Commitment Increase") the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity Extension Termination Date (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Revolving Credit Commitments pursuant to this Section under the Revolving Credit Facility-B at any time exceed $125,000,000 500,000,000 and (ivii) on the date of any request by the Borrower Company for a Commitment Increase and on the related Increase Date, the conditions set forth representations and warranties of each Borrower and each Significant Loan Party contained in Section 3.3 each Loan Document to which it is a party are correct on and as of such date, as though made on and as of such date, and no event shall have occurred and be is continuing that constitutes a Default. (b) The Agent shall promptly notify such Lenders as the Company may identify 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 Lenders wishing to participate in the Commitment Increase must commit to (x) an increase in the amount of their respective Revolving Credit Commitments under the Revolving Credit Facility-B and/or (y) convert all or a portion of their respective Revolving Credit Commitments under the Revolving Credit Facility-A to Revolving Credit Commitments under the Revolving Credit Facility-B (the "Commitment Date"). Each Lender that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment under the Revolving Credit Facility-B and/or the amount of its Revolving Credit Commitment under the Revolving Credit Facility-A it is willing to convert to Revolving Credit Commitments under the Revolving Credit Facility-B. If the Lenders notify the Agent that they are willing to so increase or convert their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be satisfiedallocated among the Lenders willing to participate therein in such amounts as are agreed between the Company and the Agent. B. (c) Promptly following each Commitment Date, the Agent shall notify the Company as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the 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 may 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 of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.21(b) (each such Eligible Assignee, an “"Assuming Lender”") shall become a Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment under the Revolving Credit Facility–B of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.21(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 of the Borrower Company or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower Company (which may be in-house counsel), in substantially the form and substance reasonably satisfactory of Exhibit D to the Administrative Agent and its counselEnabling Amendment; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower Company and the Administrative Agent (each an “"Assumption Agreement”"), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the BorrowerCompany; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment under the Revolving Credit Facility – B 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 sentencesentence of this Section 2.21(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the BorrowerCompany, on or before 1:00 P.M. (New York City time), by facsimiletelecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Funding and Payment OfficeAgent's Account, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s 's ratable portion of the Loans Borrowings under the Revolving Credit Facility-B then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments under the Revolving Credit Facility-B 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 's ratable portion of the Loans Borrowings Commitment under the Revolving Credit Facility-B then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments under the Revolving Credit Facility-B outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s 's ratable portion of the Loans Borrowings under the Revolving Credit Facility-B 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 under the Revolving Credit Facility-B (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s 's receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative 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 outstanding Loans Advances owing to each Lender after giving effect to such distribution equals such Lender’s 's ratable portion of the aggregate Loans Borrowings under the Revolving Credit Facility-B then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments under the Revolving Credit Facility-B outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. A. (a) The Borrower ------------------------------------- Borrowers may, at any time but in any event not more than twice once in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)Revolver Termination Date, 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 $25,000,000 or a higher an integral multiple of $5,000,000, 25,000,000 in excess thereof (beach a "Commitment Increase") the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days -------------------- prior to the Maturity scheduled Revolver Termination Date then in effect (the “"Increase -------- Date”") as specified in the related notice to the Administrative Agent; provided, ---- -------- however, that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at ------- any time exceed $125,000,000 2,500,000,000, (ii) no Default shall have occurred and (iv) on be continuing as of the date of any such request by and (iii) all of the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.3 Article III shall be satisfiedsatisfied as of the applicable Increase Date. B. (b) The Administrative Agent shall promptly notify the Lenders of a request by the 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 Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the "Commitment Date"). Each Lender that is willing to participate --------------- in such requested Commitment Increase (each an "Increasing Lender") shall, in ----------------- its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent 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 Lenders willing to participate therein in such amounts as are agreed between the Borrowers and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrowers as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrowers may 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 Commitment of each such -------- ------- Eligible Assignee, when aggregated with the commitment of such Person to lend under the 364-Day Credit Agreement, shall in no event be less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.16(c) (each such Eligible Assignee, an “"Increase Assuming Lender”") shall become a Lender party ------------------------ to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 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 board of Directors directors of the each Borrower or the Executive Committee of such Board board approving the amount of the Commitments after giving effect to the Commitment Increase and Increase, (B) a certificate, signed by a duly authorized Responsible Officer of each Borrower, stating that all of the corresponding modifications to this Agreement applicable conditions in Article III have been satisfied and (BC) an opinion of counsel for the Borrower (which may be in-house counsel)Borrowers, in substantially the form and substance reasonably satisfactory to the Administrative Agent and its counselof Exhibit C hereto; (ii) an assumption agreement Assumption Agreement from each Increase Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Increase Assuming Lender, the Administrative Agent and the BorrowerBorrowers; and (iii) confirmation from each Increasing 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 sentencesentence of this Section 2.16(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Increase Assuming Lender) and the BorrowerBorrowers, on or before 1:00 P.M. (New York City time), by facsimiletelecopier 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 Lender and each Increase Assuming Lender on such date. Each Increasing Lender and In addition, on each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make each of the Increasing Lenders and the Increase Assuming Lenders will purchase and assume from the other Lenders such interests in the Revolving Credit Advances made by such other Lenders and outstanding on such Increase Date as shall be necessary so that, after giving effect to such purchases and assumptions, each of the Lenders (including the Increasing Lenders and the Increase Assuming Lenders) will hold their respective pro rata shares of all Revolving Credit Advances outstanding on such Increase Date (such purchases and assumptions to be effected by each of the Increasing Lenders and the Increase Assuming Lenders making an amount equal to such respective pro rata shares available for the accounts of their Applicable Lending Offices to the Administrative Agent at the Funding and Payment OfficeAdministrative Agent's Account, in same day funds, ). Each Borrower hereby agrees to each of the purchases and assumptions described 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)immediately preceding sentence.

Increase in the Aggregate Commitments. A. The Borrower may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)year, by notice to the Administrative Agent, request that an increase to the aggregate amount of the Revolving Credit 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 LenderIncrease”) and/or (ii) adding one or more Eligible Assignees as parties hereto ), with Commitments all such Increases to be in an amount agreed to by such respective Eligible Assignees; provided that (a) the aggregate amount of any such increase (for all Increasing Lenders not to exceed $250,000,000 and Eligible Assignees on any particular day) shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (di) in no event the requested Increase shall the aggregate be an amount of increases $20,000,000 or an integral multiple of $5,000,000 in the Commitments pursuant to this Section exceed $125,000,000 excess thereof and (ivii) on the date of any request by the Borrower for a Commitment an Increase and on the related Increase DateDate (A) the representations and warranties contained in Section 4.01 shall be true and correct (except to the extent such representation and warranty is qualified by Material Adverse Effect or other materiality, in which case it shall be true and correct in all respects) on and as of such date, before and after giving effect to such Increase, as though made on and as of such date and (B) no event has occurred and is continuing, or would result from such Increase, that constitutes a Default and (iv) no Increase with respect to the Revolving Credit Commitments shall increase the sublimit under the Letter of Credit Facility. (a) If the Borrower requests an Increase, the conditions set forth Agent shall promptly notify such Lenders or Eligible Assignees as the Borrower may direct of a request by the Borrower for an Increase, which notice shall include (A) the proposed amount of such requested Increase, (B) the proposed Increase Date and (C) the date by which Lenders wishing to participate in Section 3.3 the Increase must commit to an increase in the amount of their respective Commitments. Each such Lender that is willing to participate in such requested Increase (each an “Increasing Revolving Lender”) shall, in its sole discretion, give written notice to the Agent on or prior to the relevant deadline of the amount by CHAR1\1986393v3 which it is willing to increase its Revolving Credit Commitment. The requested Increase shall be satisfiedallocated among the Lenders willing to participate therein and the applicable Assuming Lenders in such amounts as are agreed between the Borrower and the Agent. Any Lender failing to notify the Agent by the relevant deadline shall be deemed to have declined to increase its Revolving Credit Commitment. B. (b) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable Commitment a requested Increase in accordance with Section 2.18(a) (each such Eligible Assignee, an “Assuming Revolving Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment of each Increasing Lender for such requested Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.18(a) as of such Increase Date); provided, however, that the Administrative Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and the 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 of the Borrower or the Executive Committee of such Board approving authorizing the Commitment Increase and (to the corresponding modifications to this Agreement and extent not authorized by resolutions previously delivered pursuant hereto); (Bii) an opinion of counsel for the Borrower (which may be in-house in‑house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (iiiii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the Borrower; and (iiiiv) confirmation from each Increasing 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 sentencesentence of this Section 2.18(b), the Administrative Agent shall notify the Lenders (including each Assuming Revolving Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, 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 Revolving Lender and each Assuming Revolving Lender on such date. Each Increasing Revolving Lender and each Assuming Revolving Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Funding and Payment OfficeAgent’s Account, in same day funds, in the case of such Assuming Revolving Lender, an amount equal to such Assuming Revolving Lender’s ratable portion of the Loans Advances 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 Revolving Lender, an amount equal to the excess of (i) such Increasing Revolving Lender’s ratable portion of the Loans Advances 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 Revolving Lender’s ratable portion of the Loans Advances 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 Administrative Agent’s receipt of such funds CHAR1\1986393v3 from each such Increasing Revolving Lender and each such Assuming Revolving Lender, the Administrative 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 outstanding Loans Advances owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans Advances 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).

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any from time but in any event not more than twice in any calendar year prior to the Maturity Date time, (unless the Administrative Agent otherwise consents), by notice to the Administrative Agent, x) request that the aggregate amount of the Commitments be increased by having an existing Lender agree to increase its then existing Commitment (i) increasing the amount of the Commitment of any Lender which has agreed to such increase (any such Lender, an “Increasing Increase Lender”) and/or (ii) by 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 a new Lender hereunder any such increase (for all Increasing Lenders and Eligible Assignees on any particular day) shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; (d) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section exceed $125,000,000 and (iv) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 3.3 shall be satisfied. B. On each Increase Date, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase Person (each such Eligible AssigneePerson, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender shall be increased approved by the amount agreed upon by such Administrative Agent, each Issuing Lender and the BorrowerSwing Line Lender (in each case, such approval not to be unreasonably withheld or delayed) that shall agree to provide a Commitment hereunder or (y) the establishment of one or more new revolving credit commitments (each such new commitment, an “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 (the “Increase Date”), which shall be a Business Days at least three Business Days after delivery of such notice and ten Business Days prior to the Commitment Termination 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 all Commitment Increases hereunder, together with the aggregate amount of all Incremental Equivalent Debt incurred under Section 2.19(d), shall not exceed, at the time of incurrence thereof, the greater of (x) $100,000,000 and (y) 10% of Consolidated Total Assets of Parent and its Restricted Subsidiaries as of the Board of Directors last day of the Borrower most recent fiscal quarter in respect of which financial statements have been delivered pursuant to Section 5.1(a) or (b) or Section 3.4(a) and calculated on a Pro Forma Basis (such greater amount, the Executive Committee of “Available Incremental Amount”); (iii) immediately before and immediately after giving effect to any such Board approving the Commitment Increase and the corresponding modifications use of proceeds thereof (if any), Parent shall be in compliance with the financial covenant set forth in Section 6.8(a) 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 this Agreement have been made as of a specific date, as of such specific date); and (vi) any Commitment Increase shall rank pari passu in right of payment and security with the existing Commitments; (vii) no Commitment Increase consisting of an Incremental Revolving Commitment Tranche will have (i) a final maturity earlier than the latest Maturity Date then in effect (as determined as of the applicable Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Commitments then in effect; and (viii) (i) any Commitment Increase (other than an Incremental Revolving Commitment Tranche) shall be on terms that are identical to the existing Commitments, or (ii) subject to clauses (vi) and (Bvii) above, any Commitment Increase consisting of an Incremental Revolving Commitment Tranche shall be on terms that are identical to the existing Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than (x) as set forth in this Section 2.19, (y) such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increase Lenders and/or the Assuming Lenders, as applicable, with respect to such Incremental Revolving Commitment Tranche and (z) any other terms (provided that any such terms shall also be for the benefit of all other Lenders in respect of all Loans and Commitments outstanding at the time that the applicable Commitment Increase becomes effective). Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (iv) and (v) 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 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, (ii) an opinion of counsel for the Borrower agreement (which may be in-house counsela “Commitment Increase Supplement”), in form and substance reasonably satisfactory to the Borrower, each Increase Lender, each Assuming Lender and the Administrative Agent, pursuant to which, effective as of such Increase Date, as applicable, the Commitment of each such Increase Lender shall be increased or each such Assuming Lender shall undertake a Commitment, in each case duly executed by such Increase Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent and its counsel; (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) an assumption 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 from in the Register and give prompt notice of the relevant Commitment Increase to the Borrower and the Lenders (including, if applicable, each Assuming Lender). At the election of the Administrative Agent in its sole discretion, any Loans outstanding on such Increase Date shall be reallocated among the Lenders (with Lenders making any required payments to each other) to the extent necessary to keep the outstanding Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Commitments under this Section 2.19. Upon each such Commitment Increase, the participation interests of the Lenders in the then outstanding Letters of Credit shall automatically be adjusted to reflect, and each Lender (including, if anyapplicable, each Assuming Lender) shall have a participation in each such Letter of Credit equal to, the Lenders’ respective Applicable Percentage of the aggregate amount available to be drawn under such 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. (d) The Borrower may utilize the Available Incremental Amount in respect of one or more series of senior unsecured notes or term loans or senior secured first lien notes or term loans or senior secured junior lien (as compared to the Liens securing the Secured Obligations) term loans, in form each case, if secured, that will be secured by Liens on the Collateral on a pari passu or junior priority basis (as applicable) with the Liens on Collateral securing the Secured Obligations, and substance issued in a public offering, Rule 144A or other private placement or loan origination pursuant to an indenture, credit agreement or otherwise, in an aggregate amount not to exceed, together with the aggregate amount of all Commitment Increases, the Available Incremental Amount (“Incremental Equivalent Debt”); provided that such Incremental Equivalent Debt (i) does not mature earlier than Maturity Date (as determined as of the date of incurrence of such Incremental Equivalent Debt), or have a shorter weighted average life to maturity than the weighted average life to maturity of the Commitments outstanding at such time, (ii) has terms and conditions (other than pricing (including interest rates, rate floors or original issue discount) and fees and, solely with respect to any term loans, amortization, prepayment premiums, and as otherwise explicitly set forth in this Agreement) no more restrictive than those under the credit facilities provided for herein (except for covenants or other provisions applicable only to periods after the Maturity Date (as determined as of the date of incurrence of such Incremental Equivalent Debt)), (iii) to the extent secured, shall not be secured by any Lien on any asset that does not also secure the existing Secured Obligations hereunder, or to the extent guaranteed, shall not be guaranteed by any Person other than the Loan Parties, (iv) to the extent secured, shall be subject to customary intercreditor arrangements reasonably satisfactory to the Borrower and the Administrative Agent and (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iiiv) confirmation from each Increasing 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, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 outstanding after giving effect to any such Incremental Equivalent Debt and the relevant Commitment Increase) and, in the case use of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lenderproceeds thereof, the Administrative Agent will promptly thereafter cause to Borrower shall be distributed like funds to in compliance with the other Lenders financial covenant set forth in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based Section 6.8(a) on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)pro forma basis.

Increase in the Aggregate Commitments. A. (a) The Borrower Company may, at any time but in any event not more than twice once in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Aggregate Commitments be increased by (i) increasing the an amount of the Commitment of any Lender which has agreed to such increase (any such Lender, at least $10,000,000 or 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 $25,000,000 or a higher integral multiple of $5,000,000, 5,000,000 in excess thereof (beach a “Commitment Increase”) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Aggregate Commitments pursuant to this Section at any time exceed $125,000,000 4,000,000,000 and (ivii) on the date of any request by the Borrower Company for a Commitment Increase and on the related Increase Date, (A) no Default has occurred and is continuing and (B) the conditions set forth representations and warranties contained in Section 3.3 Article 4 are true and correct in all material respects on and as of such date as if made on and as of such date (except (i) where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and (ii) any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be satisfiedtrue and correct in all respects). B. (b) The Administrative Agent shall promptly notify such Banks as the Company shall have selected (including any new Bank) of a request by the 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 such Banks wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each such existing Bank that is willing to participate in such requested Commitment Increase (each an “Increasing Bank”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment and each Additional Bank shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to provide a Commitment; provided, however, that the Commitment of each such Additional Bank shall be in an amount of at least $10,000,000 or an integral multiple of $1,000,000 in excess thereof. If the Banks notify the Administrative Agent 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 Company and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Company as to the amount, if any, by which the Banks (including any Additional Banks that shall have been selected by the Company) are willing to participate in the requested Commitment Increase. (d) On each Increase Date, each Eligible Assignee new Bank that has agreed accepts an offer to participate in the applicable a requested Commitment Increase (each such Eligible Assignee, in accordance with Section 2.21(b) as an “Assuming Lender”) Additional Bank shall become a Lender Bank party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender Bank for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and Bank pursuant to the Borrowerlast sentence of Section 2.21(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 of the Borrower Company or the Executive Committee of such Board of Directors approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower Company (which may be in-house counsel) reasonably satisfactory to the Administrative Agent; (ii) an officer’s certificate of the Company certifying that (A) no Default as of the Increase Date has occurred and is continuing and (B) the representations and warranties contained in Article 4 are true and correct in all material respects on and as of the Increase Date as if made on and as of such date (except (i) where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and (ii) any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects); (iii) an assumption agreement from each Additional Bank, if any, in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower Company and the Administrative Agent (each an “Assumption Agreement”)Agent, duly executed by such Assuming LenderAdditional Bank, the Administrative Agent and the BorrowerCompany; and and (iiiiv) confirmation from each Increasing Lender Bank 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 sentencesentence of this Section 2.21(d), the Administrative Agent shall notify the Lenders Banks (including including, without limitation, each Assuming LenderAdditional Bank) and the BorrowerCompany, on or before 1:00 P.M. (New York City time), by facsimiletelecopier or 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 Lender Bank and each Assuming Lender Additional Bank on such date. Each Increasing Lender Bank and each Assuming Lender shallAdditional Bank will, before 2:00 P.M. (New York City time) on to the Increase Dateextent applicable, make available to purchase at par that portion of outstanding Loans of the other Banks or take such other actions as the Administrative Agent at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal may determine to such Assuming Lender’s ratable portion of be necessary to cause the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to held pro rata by the other Lenders Banks in an amount to each other Lender such that accordance with the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)Commitments.

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)one time a year, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by (i) increasing the an 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 $25,000,000 or a higher an integral multiple of $5,000,000, thereof (beach a “Commitment Increase”) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity scheduled final Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 1,500,000,000 and (ivii) 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 3.3 Article III shall be satisfied. The Borrower may simultaneously (x) request one or more of the Lenders to increase the amount of its Commitment and/or (y) arrange for one or more banks or financial institutions not a party hereto to become parties to and Lenders under this Agreement, pursuant to the terms and conditions set forth below. B. On (b) The Administrative Agent shall promptly notify such of the Lenders and one or more Eligible Assignees as are identified by the Borrower to receive the invitation to participate in the requested Commitment Increase 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 such Lenders or Eligible Assignees (each Increase Date, such Eligible Assignee and each Eligible Assignee that has agreed agrees to participate an extension of the Termination Date in the applicable Commitment Increase (each such Eligible Assigneeaccordance with Section 2.05(b), an “Assuming Lender”) wishing to participate in the Commitment Increase must commit to increase the amount of their respective Commitments or to establish their respective Commitments, as the case may be (the “Commitment Date”); provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more. Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. The requested Commitment Increase shall be allocated among the Lenders willing to participate therein and the Assuming Lenders in such amounts as are agreed between the Borrower and the Administrative Agent. (c) On each Increase Date, each Assuming Lender shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.17(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 of the Borrower or the Executive Committee executive committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) if reasonably requested by the Administrative Agent, an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing 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 Section 2.17(a) and in the immediately preceding sentencesentence of this Section 2.17(c), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimiletelecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to purchase at par such of the A Advances of the other Lenders as the Administrative Agent at the Funding and Payment Office, shall determine may be necessary in same day funds, order for such Lender to hold such A Advances 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 accordance with its Commitment as a percentage of the aggregate 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)pro rata share.

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any from time but in any event not more than twice in any calendar year prior to the Maturity Date time, (unless the Administrative Agent otherwise consents), by notice to the Administrative Agent, x) request that the aggregate amount of the Commitments be increased by having an existing Lender agree in its sole discretion to increase its then existing Commitment (i) increasing the amount of the Commitment of any Lender which has agreed to such increase (any such Lender, an “Increasing Increase Lender”) and/or (ii) by 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 a new Lender hereunder any such increase (for all Increasing Lenders and Eligible Assignees on any particular day) shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; (d) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section exceed $125,000,000 and (iv) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 3.3 shall be satisfied. B. On each Increase Date, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase Person (each such Eligible AssigneePerson, 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 become agree to provide a Lender party Commitment hereunder or (y) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Commitment Tranche”) to this Agreement as 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 (the “Increase Date”), which shall be a Business Days at least three Business Days after delivery of such Increase Date notice and ten Business Days prior to the Commitment of each Increasing Lender shall be increased by the amount agreed upon by such Lender and the BorrowerTermination 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 of the Borrower or the Executive Committee of such Board approving the each Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion 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 satisfactory to the Administrative Agent and its counsel$5,000,000; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing 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, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of all Commitment Increases hereunder, together with the aggregate Loans then outstanding amount of all Incremental Equivalent Debt incurred under Section 2.19(d), shall not exceed, at the time of incurrence thereof, the sum of (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to amount available under clauses (x) through (z) below, the relevant Commitment Increase).“Available Incremental Amount”):

Increase in the Aggregate Commitments. A. (a) The Borrower Borrowers may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)time, by notice to the Administrative Agent, request that either the aggregate amount of US Revolving Credit Facility or the Commitments Canadian Revolving Credit Facility be increased by (i) increasing the an amount of the Commitment of any Lender which has agreed to such increase (any such Lender, $5,000,000 or 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 $25,000,000 or a higher integral multiple of $5,000,000, 1,000,000 in excess thereof (beach a “Commitment Increase”) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section all such Commitment Increases exceed $125,000,000 100,000,000 less the amount of obligations under Secured Agreements in excess of $100,000,000 or shall the aggregate amount of such Commitment Increases under the Canadian Revolving Credit Facility exceed $20,000,000 and (ivii) on the date of any request by the Borrower Company for a Commitment Increase and on the related Increase Date, the conditions set forth representations and warranties of each Borrower and each Significant Loan Party contained in Section 3.3 each Loan Document to which it is a party are correct on and as of such date, as though made on and as of such date, and no event shall have occurred and be is continuing that constitutes a Default. (b) The Agent shall promptly notify such Lenders as the Company may identify for a Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) whether such requested Commitment Increase relates to the US Revolving Credit Facility and/or the Canadian Revolving Credit Facility, (iii) the proposed Increase Date and (iv) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments under the applicable Revolving Credit Facility (the “Commitment Date”). Each applicable Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment under the Revolving Credit Facility. If the applicable Lenders notify the Agent that they are willing to so increase their respective Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Commitment Increase, the requested Commitment Increase shall be satisfiedallocated among such Lenders willing to participate therein in such amounts as are agreed between the Company and the Agent. B. (c) Promptly following each Commitment Date, the Agent shall notify the Company as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the 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 may 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 of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.21(b) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment under the Revolving Credit Facility of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.21(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 of the applicable Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the applicable Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counselAgent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower Company and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the BorrowerCompany; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment under the Revolving Credit Facility 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 sentencesentence of this Section 2.21(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the BorrowerBorrowers, on or before 1:00 P.M. (New York City time), by facsimiletelecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Funding and Payment OfficeAgent’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 Loans Borrowings under the applicable Revolving Credit Facility then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments under the applicable Revolving Credit Facility 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 Loans Borrowings under the applicable Revolving Credit Facility then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments under the applicable Revolving Credit Facility outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans Borrowings under the applicable Revolving Credit Facility 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 under the applicable Revolving Credit Facility (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other applicable Lenders for the account of their respective Applicable Lending Offices in an amount to each other applicable Lender such that the aggregate amount of the outstanding Loans Advances owing to each applicable Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans Borrowings under the applicable Revolving Credit Facility then outstanding (calculated based on its Revolving Credit Commitment as a percentage of the aggregate Revolving Credit Commitments under the applicable Revolving Credit Facility outstanding after giving effect to the relevant Commitment Increase). (e) In connection with any Commitment Increase, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrowers and the Agent) to reflect any technical changes necessary to give effect to such increase in accordance with its terms as set forth herein.

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any from time but in any event not more than twice in any calendar year prior to the Maturity Date time, (unless the Administrative Agent otherwise consents), by notice to the Administrative Agent, x) request that the aggregate amount of the Commitments be increased by having an existing Lender agree to increase its then existing Commitment (i) increasing the amount of the Commitment of any Lender which has agreed to such increase (any such Lender, an “Increasing Increase Lender”) and/or (ii) by 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 a new Lender hereunder any such increase (for all Increasing Lenders and Eligible Assignees on any particular day) shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; (d) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section exceed $125,000,000 and (iv) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 3.3 shall be satisfied. B. On each Increase Date, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase Person (each such Eligible AssigneePerson, 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 become agree to provide a Lender party Commitment hereunder or (y) the establishment of one or more new revolving credit commitments (each such new commitment, an “Incremental Revolving Commitment Tranche”) to this Agreement as 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 (the “Increase Date”), which shall be a Business Days at least three Business Days after delivery of such Increase Date notice and ten Business Days prior to the Commitment of each Increasing Lender shall be increased by the amount agreed upon by such Lender and the BorrowerTermination 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 all Commitment Increases hereunder, together with the aggregate amount of all Incremental Equivalent Debt incurred under Section 2.19(d), shall not exceed $405,000,000 (the Board of Directors of the Borrower or the Executive Committee of “Available Incremental Amount”); (iii) immediately before and immediately after giving effect to any such Board approving the Commitment Increase and the corresponding modifications use of proceeds thereof (if any), Parent shall be in compliance with the financial covenant set forth in Section 6.8 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 this Agreement have been made as of a specific date, as of such specific date); and (vi) any Commitment Increase shall rank pari passu in right of payment and security with the existing Commitments; (vii) no Commitment Increase consisting of an Incremental Revolving Commitment Tranche will have (i) a final maturity earlier than the latest Maturity Date then in effect (as determined as of the applicable Increase Date) or (ii) a weighted average life to maturity that is shorter than the weighted average life to maturity of the Commitments then in effect; and (viii) (i) any Commitment Increase (other than an Incremental Revolving Commitment Tranche) shall be on terms that are identical to the existing Commitments, or (ii) subject to clauses (vi) and (Bvii) above, any Commitment Increase consisting of an Incremental Revolving Commitment Tranche shall be on terms that are identical to the existing Commitments, other than those terms relating to pricing (including interest rates or rate floors), fees and maturity date and other than (x) as set forth in this Section 2.19, (y) such terms as are reasonably satisfactory to the Administrative Agent, the Borrower, the Increase Lenders and/or the Assuming Lenders, as applicable, with respect to such Incremental Revolving Commitment Tranche and (z) any other terms (provided that any such terms shall also be for the benefit of all other Lenders in respect of all Loans and Commitments outstanding at the time that the applicable Commitment Increase becomes effective). Each notice by the Borrower under this paragraph shall be deemed to constitute a representation and warranty by the Borrower as to the matters specified in clauses (iv) and (v) 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 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, (ii) an opinion of counsel for the Borrower agreement (which may be in-house counsela “Commitment Increase Supplement”), in form and substance reasonably satisfactory to the Borrower, each Increase Lender, each Assuming Lender and the Administrative Agent, pursuant to which, effective as of such Increase Date, as applicable, the Commitment of each such Increase Lender shall be increased or each such Assuming Lender shall undertake a Commitment, in each case duly executed by such Increase Lender or Assuming Lender, as the case may be, and the Borrower and acknowledged by the Administrative Agent and its counsel; (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) an assumption 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 from in the Register and give prompt notice of the relevant Commitment Increase to the Borrower and the Lenders (including, if applicable, each Assuming Lender). At the election of the Administrative Agent in its sole discretion, any Loans outstanding on such Increase Date shall be reallocated among the Lenders (with Lenders making any required payments to each other) to the extent necessary to keep the outstanding Loans ratable with any revised pro rata shares of such Lenders arising from any nonratable increase in the Commitments under this Section 2.19. Upon each such Commitment Increase, the participation interests of the Lenders in the then outstanding Letters of Credit shall automatically be adjusted to reflect, and each Lender (including, if anyapplicable, each Assuming Lender) shall have a participation in each such Letter of Credit equal to, the Lenders’ respective Applicable Percentage of the aggregate amount available to be drawn under such 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. (d) The Borrower may utilize the Available Incremental Amount in respect of one or more series of senior unsecured notes or term loans or senior secured first lien notes or term loans or senior secured junior lien (as compared to the Liens securing the Secured Obligations) term loans, in form each case, if secured, that will be secured by Liens on the Collateral on a pari passu or junior priority basis (as applicable) with the Liens on Collateral securing the Secured Obligations, and substance issued in a public offering, Rule 144A or other private placement or loan origination pursuant to an indenture, credit agreement or otherwise, in an aggregate amount not to exceed, together with the aggregate amount of all Commitment Increases, the Available Incremental Amount (“Incremental Equivalent Debt”); provided that such Incremental Equivalent Debt (i) does not mature earlier than Maturity Date (as determined as of the date of incurrence of such Incremental Equivalent Debt), (ii) has terms and conditions (other than pricing (including interest rates, rate floors or original issue discount) and fees and amortization, prepayment provisions and related premiums, and as otherwise explicitly set forth in this Agreement) no more restrictive (taken as a whole) than those under the credit facilities provided for herein (except for covenants or other provisions applicable only to periods after the Maturity Date (as determined as of the date of incurrence of such Incremental Equivalent Debt)), (iii) to the extent secured, shall not be secured by any Lien on any asset that does not also secure the existing Secured Obligations hereunder, or to the extent guaranteed, shall not be guaranteed by any Person other than the Loan Parties, (iv) to the extent secured, shall be subject to customary intercreditor arrangements reasonably satisfactory to the Borrower and the Administrative Agent and (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iiiv) confirmation from each Increasing 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, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 outstanding after giving effect to any such Incremental Equivalent Debt and the relevant Commitment Increase) and, in the case use of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lenderproceeds thereof, the Administrative Agent will promptly thereafter cause to Borrower shall be distributed like funds to in compliance with the other Lenders financial covenant set forth in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based Section 6.8 on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)Pro Forma Basis.

Increase in the Aggregate Commitments. A. (a) The Borrower Company may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)July 5, 2001, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by (ieach a "Commitment Increase") 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 $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 1,000,000,000 and (ivii) 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 3.3 3.04 shall be satisfied. B. (b) The Administrative Agent shall promptly notify such Lenders or Eligible Assignees as the Company shall identify of a request by the 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 such Lenders or Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the "Commitment Date"). The requested Commitment Increase shall be allocated among the Lenders and Eligible Assignees willing to participate therein in such amounts as are agreed between the Company and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Company as to the amount, if any, by which the Lenders and Eligible Assignees are willing to participate in the requested Commitment Increase. The Commitment of each such Eligible Assignee shall be in a minimum amount of $10,000,000. (d) On each Increase Date, each Eligible Assignee bank or other entity that has agreed is not prior to such date a Lender hereunder and accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.18(b) (each such Eligible Assigneebank or other entity, an “"Assuming Lender”") shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each bank or other entity that prior to such date is a Lender and accepts an offer to participate in such requested Commitment Increase (an "Increasing Lender Lender") shall be so increased by such amount as of the amount agreed upon by such Lender and the BorrowerIncrease 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 evidence satisfactory to the Administrative Agent of resolutions authorization of the Board of Directors of the each Borrower or the Executive Committee of such Board approving the Commitment Increase Increase, (B) Revolving Credit Notes duly executed by each of the Borrowers to the order of each of the Assuming Lenders and the corresponding modifications to this Agreement Increasing Lenders and (BC) an opinion of counsel for the Borrower Borrowers (which may be in-house counsel), in substantially the form and substance reasonably satisfactory to the Administrative Agent and its counselof Exhibit E-1 hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower Company and the Administrative Agent (each an “Assumption Agreement”)Agent, duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender Lender, if any, 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 sentencesentence of this Section 2.18(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the BorrowerCompany, on or before 1:00 P.M. (New York City time), by facsimiletelecopier 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 Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. A. (a) The Borrower Company may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)July 5, 2001, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by (ieach a "Commitment Increase") 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 $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “"Increase Date”") as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 400,000,000 and (ivii) 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 3.3 3.04 shall be satisfied. B. (b) The Administrative Agent shall promptly notify such Lenders or Eligible Assignees as the Company shall identify of a request by the 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 such Lenders or Eligible Assignees wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the "Commitment Date"). The requested Commitment Increase shall be allocated among the Lenders and Eligible Assignees willing to participate therein in such amounts as are agreed between the Company and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Company as to the amount, if any, by which the Lenders and Eligible Assignees are willing to participate in the requested Commitment Increase. The Commitment of each such Eligible Assignee shall be in a minimum amount of $4,000,000. (d) On each Increase Date, each Eligible Assignee bank or other entity that has agreed is not prior to such date a Lender hereunder and accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.18(b) (each such Eligible Assigneebank or other entity, an “"Assuming Lender”") shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each bank or other entity that prior to such date is a Lender and accepts an offer to participate in such requested Commitment Increase (an "Increasing Lender Lender") shall be so increased by such amount as of the amount agreed upon by such Lender and the BorrowerIncrease 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 evidence satisfactory to the Administrative Agent of resolutions authorization of the Board of Directors of the each Borrower or the Executive Committee of such Board approving the Commitment Increase Increase, (B) Revolving Credit Notes duly executed by each of the Borrowers to the order of each of the Assuming Lenders and the corresponding modifications to this Agreement Increasing Lenders and (BC) an opinion of counsel for the Borrower Borrowers (which may be in-house counsel), in substantially the form and substance reasonably satisfactory to the Administrative Agent and its counselof Exhibit E-1 hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower Company and the Administrative Agent (each an “Assumption Agreement”)Agent, duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender Lender, if any, 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 sentencesentence of this Section 2.18(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the BorrowerCompany, on or before 1:00 P.M. (New York City time), by facsimiletelecopier 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 Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. A. (a) The Borrower may, may at any time but in any event not prior to September 23, 2018, on no more than twice in any calendar year two occasions prior to the Maturity Date (unless the Administrative Agent otherwise consents)such date, by notice to the Administrative Agent, request that (i) the aggregate amount of the Commitments Revolving Loan Commitment be increased by (i) increasing the an amount of the $5,000,000 or integral multiples of $100,000 in excess thereof (each, a “Revolving Loan Commitment of any Lender which has agreed to such increase (any such Lender, an “Increasing LenderIncrease”) and/or and (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 the LC Commitment be increased by an amount of $1,000,000 or integral multiples of $100,000 in excess thereof (each, a “LC Commitment Increase”), each such increase (for all Increasing Lenders and Eligible Assignees on any particular day) shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) on or before September 23, 2018 as specified in the related notice to the Administrative AgentAgent (each such date, a “Commitment Increase Date”); provided, however, that (dx) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section Revolving Loan Commitment Increases exceed $125,000,000 290,000,000, (y) in no event shall the aggregate amount of the LC Commitment Increases exceed $13,000,000 and (ivz) on the date of any request by the Borrower for a Commitment Increase and on the related Commitment Increase Date, the conditions set forth in Section 3.3 9.04 shall be satisfied. The Borrower may simultaneously request one or more of the Lenders to increase the amount of its applicable Commitment and/or arrange for one or more banks or financial institutions not a party hereto to become parties to and Lenders under this Agreement, pursuant to the terms and conditions set forth below. B. On each Increase Date, each (b) The Administrative Agent shall promptly notify such of the Lenders and one or more Eligible Assignee that has agreed Assignees as are identified by the Borrower to receive the invitation to participate in the applicable requested Commitment Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase, (ii) the proposed Commitment Increase Date and (iii) the date by which such Lenders or Eligible Assignees (each such Eligible Assignee, an “Assuming Lender”) wishing to participate in the applicable Commitment Increase must commit to increase the amount of their respective Commitments or to establish their respective Commitments, as the case may be (the “Commitment Date”); provided, however, that with respect to a Revolving Loan Commitment Increase, the Revolving Loan Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or more. Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its applicable Commitment. The requested Commitment Increase shall be allocated among the Lenders willing to participate therein [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. and the Assuming Lenders in such amounts as are agreed between the Borrower and the Administrative Agent. (c) On each Commitment Increase Date, each Assuming Lender shall become a Lender party to this Agreement as of such Commitment Increase Date and the applicable Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.06(b)) as of such Commitment Increase Date; provided, however, that the Administrative Agent shall have received on or before such Commitment Increase Date the following, each dated such date: (i) a document from Sponsor in the form of Exhibit R (A) certified copies certifying that the representations and warranties made by Sponsor in the Loan Documents are true and correct in all material respects (without duplication of resolutions of the Board of Directors of the Borrower or the Executive Committee any materiality qualifier contained therein) on and as of such Board approving the Commitment Increase Date, except to the extent that such representations and the corresponding modifications warranties specifically refer to this Agreement an earlier date, in which case they shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date and (B) an opinion of counsel acknowledging the applicable Commitment Increase for all purposes hereunder and under the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counselLoan Documents; (ii) a consent of the Guarantors; (iii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the Borrower; and (iiiiv) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each Commitment Increase Date, upon fulfillment of the conditions set forth in Section 2.06(a) and in the immediately preceding sentencesentence of this Section 2.06(c), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, Borrower of the occurrence of the applicable Commitment Increase to be effected on such Commitment Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shallWith respect to a Revolving Loan Commitment Increase, before 2:00 P.M. (New York City time) if any Revolving Loans are outstanding on the such Commitment Increase Date, make available to the Revolving Lenders immediately after effectiveness of such Revolving Loan Commitment Increase shall purchase and assign at par such amounts of the Revolving Loans outstanding at such time as the Administrative Agent at the Funding and Payment Office, in same day funds, in the case may require such that each Revolving Lender holds its pro rata share of such Assuming Lender, an amount equal to such Assuming Lender’s ratable portion of the all Revolving Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to all such assignments. [***] Confidential treatment has been requested for the relevant Commitment Increase) and, in bracketed portions. The confidential redacted portion has been omitted and filed separately with the case of such Increasing Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender Securities and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)Exchange Commission.

Increase in the Aggregate Commitments. A. The (a) Borrower may, at any time but in any event not more than twice in any calendar year prior and from time to the Maturity Date (unless the Administrative Agent otherwise consents)time, 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 up to $75,000,000 (for all Increasing Lenders each an “Accordion Increase” and Eligible Assignees on any particular daycollectively the “Accordion Increases”) shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a the date that is at least 90 days prior upon which the conditions set forth in Section 2.2(d) below are fulfilled to the Maturity Date satisfaction of Agent (the each such date an “Increase Accordion Effective Date”) as specified in the related notice to the Administrative Agent); provided, however, that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section hereunder exceed $125,000,000 150,000,000, (ii) in no event shall more than two Accordion Increases occur during the term of this Agreement, and (iviii) on no Default or Event of Default shall have occurred and be continuing as of the date of such request or as of any Accordion Effective Date, or shall occur as a result thereof. (b) Agent may, in its reasonable discretion, promptly notify the Lenders of a request by the Borrower for an Accordion Increase, which notice shall include the date by which Lenders wishing to participate in such Accordion Increase (it being understood that Lenders shall have no obligation to so participate) must commit to an increase in the amount of their respective Commitments (each such date a “Commitment Date”). Each Lender that is willing to participate in such Accordion Increase (each an “Increasing Lender”) shall give written notice to Agent on or prior to the applicable Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the aggregate amount of such Accordion Increase, such Accordion Increase shall be allocated among the Lenders willing to participate therein in such amounts as are agreed between the Borrower and Agent. (c) Promptly following the applicable Commitment Date, Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the applicable Accordion Increase. If the aggregate amount by which the Lenders are willing to participate in such Accordion Increase on the related applicable Commitment Date is less than the amount requested by the Borrower, then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the Accordion Increase that has not been committed to by the Lenders as of the Commitment Date; provided, however, that the conditions set forth in Section 3.3 Commitment of each such Eligible Assignee shall be satisfiedin an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or such lesser amounts as may be necessary to cause the aggregate increase to equal the Accordion Increase). B. (d) On each Increase Accordion Effective Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable Commitment Accordion Increase in accordance with Section 2.2(c) (each such Eligible Assignee, Assignee being an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Accordion Effective Date and the Commitment of each Increasing Lender for such Accordion Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender pursuant to the last sentence of Section 2.2(b)) as of such Accordion Effective Date and the BorrowerCommitment of each Lender as set forth on Schedule 1.1 shall be adjusted accordingly; provided, howeveron or before each Accordion Effective Date: (1) all amendments to this Agreement deemed reasonably necessary by Agent to accomplish such Accordion Increase shall have been agreed by the required parties hereto and any Assuming Lenders; (2) all necessary approvals shall have been obtained by each of the Increasing Lenders, that the Administrative Assuming Lenders and Agent; and (3) Agent shall have received on or before such Increase Date the following, each dated such date: (iA) (Ai) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment such Accordion Increase and the corresponding modifications to this Agreement and (Bii) if requested, an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counselAgent; (iiB) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the Borrower; and (iiiC) confirmation from each Increasing 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 Accordion Effective Date, upon fulfillment of the conditions set forth in the immediately preceding sentencesentence of this Section 2.2(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time)12:00 noon, by facsimiletelecopier, of the occurrence of the Commitment each Accordion Increase to be effected on such Increase Date and shall record in the Register Loan Account the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and The Borrower shall prepay Loans on each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available Accordion Effective Date to the Administrative Agent at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal extent necessary to such Assuming Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to be ratable with the Commitment of each Lender after giving effect to such distribution equals such Lender’s ratable portion . This Section shall supersede the provisions of the aggregate Loans then outstanding (calculated based on its Commitment Section 14.1 as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)applicable.

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)once, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by (i) increasing the an 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 $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, 10,000,000 (ca "Commitment Increase") any such increase shall to be effective as of a date (the "Increase Date") that is at least 90 days prior to the Maturity scheduled Termination Date (the “Increase Date”) then in effect, as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 250,000,000 and (ivii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, (A) the conditions set forth in Section 3.3 3.02 shall be satisfiedsatisfied and either (B) the Borrower's Public Debt Rating shall be not lower than BBB+ from S&P or, if S&P shall not have a Public Debt Rating in effect, the Financial Strength Rating for DaVinci Reinsurance Ltd. shall be not lower than A from S&P or (C) the Borrower's Public Debt Rating shall be not lower than Baa1 from ▇▇▇▇▇'▇ or, if ▇▇▇▇▇'▇ shall not have in effect a Public Debt Rating, the Financial Strength Rating for DaVinci Reinsurance Ltd. shall be not lower than A2 from ▇▇▇▇▇'▇. B. (b) The Agent shall promptly notify the 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 (the "Commitment Date") by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments. Each Lender that is willing to participate in such requested Commitment Increase (each an "Increasing Lender") shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Agent 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 Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Agent; provided, however, that in no event shall the commitment of any Lender be increased by an amount greater than the amount of increase such Lender has notified the Agent is acceptable to such Lender. (c) Promptly following the Commitment Date, the Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the 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 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 Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or more. (d) On each the Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.17(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 Lender”") shall become a Lender party to this Agreement as of such the Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.17(b)) as of the Increase Date; provided, however, that the Administrative Agent shall have received on or before such the Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in substantially the form and substance reasonably satisfactory to the Administrative Agent and its counselof Exhibit E hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “"Assumption Agreement”"), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each the Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentencesentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimiletelecopier or telex, of the occurrence of the Commitment Increase to be effected on such the Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any time (including, for avoidance of doubt, after any reduction in the Commitments) but in any event not more than twice once in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by (i) increasing the an 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 $25,000,000 or a higher an integral multiple of $5,000,000, thereof (beach a “Commitment Increase”) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 500,000,000 and (ivii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, as a condition to such Commitment Increase, the following conditions set forth in Section 3.3 precedent shall be satisfied: (A) the representations and warranties contained in Section 4.01 are correct on and as of such date, before and after giving effect to such Commitment Increase, as though made on and as of such date (except (x) to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date and (y) the date referred to in Section 4.01(e)(ii) shall be deemed to be the date of the most recent audited financial statements referred to in Section 4.01(e) (i) or delivered in accordance with Section 5.01(ii)(iii)) and (B) no event has occurred and is continuing, or would result from such Commitment Increase, that constitutes a Default. B. (b) The Agent shall promptly notify the Lenders or such Eligible Assignees identified by the Borrower and approved by the Agent 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 Lenders or such Eligible Assignees wishing to participate in the Commitment Increase must respond (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Any Lender that fails to respond to a request for Commitment Increase by the Commitment Date shall be deemed to have declined such request. The Commitment of each Eligible Assignee that agrees to participate in the requested Commitment Increase shall be in an amount of not less than $10,000,000. If Lenders and Eligible Assignees notify the Agent 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 such Persons in such amounts as are agreed between the Borrower and the Agent. (c) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.17(b) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.17(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 of the Borrower or the Executive Committee any committee of such Board approving authorizing the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory acceptable to the Administrative Agent and its counselAgent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing 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 sentencesentence of this Section 2.17(c), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimiletelecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, to the extent applicable, before 2:00 P.M. (New York City time) on the applicable Increase Date, make available to the Administrative Agent purchase at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable par that portion of the Loans then outstanding (calculated based on its Commitment as a percentage Advances of the aggregate 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Advances to be funded pro rata by the Lenders in an amount to each other Lender such that accordance with the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)Commitments.

Increase in the Aggregate Commitments. A. (a) The Borrower Company may, at any time but in any event not more than twice in any calendar year prior to the Maturity Termination Date (unless including on the Administrative Agent otherwise consentsEffective Date), by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by (i) increasing the a minimum amount of the Commitment of any Lender which has agreed to such increase (any such Lender, $5,000,000 or 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 $25,000,000 or a higher integral multiple of $5,000,0001,000,000 in excess thereof (each a “Requested Commitment Increase”), (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall in each case to be effective as of a date that is at least no later than 90 days prior to the Maturity Termination Date (any date on which the aggregate Commitments are increased pursuant to this Section 2.23, an “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, (di) that on and immediately following the Increase Date (A) in no event shall the aggregate amount of increases in the Commitments at any time exceed $700,000,000, and (B) the representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date of the Increase Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, and (ii) at the time of and immediately after giving effect to such Commitment Increase, no Event of Default or Default shall have occurred and be continuing. Commitments may be increased pursuant to this Section exceed $125,000,000 and 2.23 no more than once. (ivb) on The Administrative Agent shall promptly notify the date Lenders of any a request by the Borrower Company for a Requested Commitment Increase, which notice shall include (i) the proposed amount of the Requested Commitment Increase, (ii) the proposed Increase Date and (iii) the date which shall be no later than 30 days after the receipt by the Administrative Agent of notice from the Company pursuant to Section 2.23(a) by which Lenders wishing to participate in the Requested Commitment Increase and must commit to an increase in the amount of their respective Commitments (such date, the “Commitment Date”). Each Lender that is willing to participate in such Requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment (as to each Increasing Lender, its “Proposed Increase Amount”). If the aggregate Proposed Increase Amounts of all Increasing Lenders exceeds the Requested Commitment Increase, then allocations among the Increasing Lenders will be based on the related ratio of each Increasing Lender’s Proposed Increase Amount to the aggregate of all Proposed Increase Amounts. (c) Promptly following the Commitment Date, the conditions set forth Administrative Agent shall notify the Company as to the amount of the aggregate Proposed Increase Amounts. If the amount of the aggregate Proposed Increase Amounts is less than the Requested Commitment Increase, then the Company may extend offers to third party financial institutions to participate in Section 3.3 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 Commitment of each such third party financial institution shall be satisfiedin an amount equal to or greater than $10,000,000. B. (d) On each Increase Date, (x) each Eligible Assignee third party financial institution that has agreed accepts an offer to participate in the applicable a Requested Commitment Increase in accordance with Section 2.23 (each such Eligible Assignee, an a “Assuming New Lender”) shall become a Lender party to this Agreement as of such Increase Date Date, and (y) the Commitment of each Increasing Lender for such Requested Commitment Increase shall be increased by the Increasing Lender’s Proposed Increase Amount (or if less, the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.23 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 a Lender Joinder Agreement substantially in the form of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (ii) an assumption agreement Exhibit G hereto from each Assuming Lender, New Lender if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lenderfinancial institution, the Administrative Agent and the Borrower; andCompany; (iiiii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing reasonably satisfactory to the Borrower Company and the Administrative Agent; and (iii) a certificate of the Company, dated the Increase Date and signed by a Financial Officer of the Company, confirming compliance with the conditions precedent set forth in Section 2.23(a)(i)(B) and (a)(ii) above. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentencesentence of this Section 2.23, the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming New Lender) and the BorrowerCompany, on at or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Increase Date, the aggregate amount of the Commitment Increase increase on such date and the aggregate amount of the Commitments after giving effect to such increase, to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming New Lender (if any) on such date. Each Increasing Lender and Commitments increased pursuant to this Section 2.23 shall be deemed a “Commitment”. On each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available Schedule 2.01 hereto shall be automatically deemed to be revised to reflect any increases in the Commitments of the Lenders and any Commitments of New Lenders. The Administrative Agent shall distribute a copy of the revised Schedule 2.01 hereto to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender Company and each such Assuming Lender (including each New Lender, ) not later than the Administrative Agent will promptly thereafter cause to be distributed like funds to fifth Business Day following the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)applicable Increase Date.

Increase in the Aggregate Commitments. A. (a) The Borrower Loan Parties may, at any time but in any event not more than twice in any calendar year prior time, unless such request is to replace the Commitment of a Defaulting Lender, by means of a letter to the Maturity Date (unless the Administrative Agent otherwise consents), by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased (a “Commitment Increase”) as of the date specified in such letter (the “Increase Date”) by (i) increasing the amount of the Commitment of any Lender one or more Lenders which has have agreed to such increase (any such Lender, an “Increasing Lender”) (it being understood that no Lender shall have any obligation to increase its Commitment pursuant to this Section 3.13) and/or (ii) adding one or more Eligible Permitted Assignees as parties a party hereto with Commitments a Commitment in an amount agreed to by such respective Eligible AssigneesPermitted Assignee; provided that (a) the aggregate amount of any such increase (for all Increasing Lenders and Eligible Assignees on any particular day) shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; (dA) in no event shall the aggregate amount of increases in the aggregate Commitments pursuant to this Section exceed $125,000,000 1,500,000,000 and (ivB) on the date Commitment of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 3.3 each such Permitted Assignee shall be satisfiedin an amount of $10,000,000 or more. B. (b) On each Increase Date, each Eligible Permitted Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 3.13(a) (each such Eligible Assigneeeach, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount as of such Increase Date; provided that: (i) on such Increase Date, the amount agreed upon by such Lender following statements shall be true and the Borrower; provided, however, that the Administrative Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of TCPL, dated such Increase Date, stating that the representations and warranties contained in Section 2.1 are true and correct in all material respects on the date thereof with the same effect as if such representations and warranties were made on such date (other than any such representation or warranty expressly stated to be made as of an earlier date, which representation or warranty shall be true and correct in all material respects as of such earlier date), before and after giving effect to the Commitment Increase, as though made on and as of such Increase Date and no event or circumstance has occurred and is continuing which constitutes an Event of Default or a Default; (ii) on or before such Increase Date Date, the Agent shall have received the following, each dated such date: Increase Date, in sufficient copies for each Lender (i) including each Assuming Lender): (A) confirmation that the resolutions delivered in accordance with Section 7.1(a)(iv) remain in effect, or certified copies of other resolutions of the Board board of Directors directors of the Borrower or the Executive Committee of such Board approving each Loan Party, in either case, which authorize the Commitment Increase and the any corresponding modifications to this Agreement and Agreement, (B) an opinion of counsel for such other approvals or documents as any Lender through the Borrower Agent may reasonably request in connection with such Commitment Increase, (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (iiC) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower Loan Parties and the Administrative Agent (each an “Assumption Agreement”)Agent, duly executed by such Assuming LenderPermitted Assignee, the Administrative Agent and the Borrower; and Loan Parties and (iiiD) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower Loan Parties and the Administrative Agent. On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentencesentence of this Section 3.13(b), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the BorrowerLoan Parties, on or before 1:00 P.M. (New York City time)p.m., by facsimiletelecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) p.m. on the Increase Date, make available to the Administrative Agent at the Funding and Payment OfficeAgent’s Applicable Account for Payments, in same day funds, in the case of such Assuming Lender, an aggregate 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans Borrowings then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase). The Borrower acknowledges that, in order to maintain Loans in accordance with each Lender’s ratable share thereof, a reallocation of the Commitments as a result of a non-pro-rata increase in the aggregate Commitments may require prepayment of all or portions of certain Loans on the date of such increase (and any such prepayment shall be subject to the provisions of Section 10.5).

Increase in the Aggregate Commitments. A. (a) The Borrower Representative may, at any time but in any event not more than twice once in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)latest Facility Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Aggregate Commitment be increased by (i) increasing the an amount of the $10,000,000 or an integral multiple thereof (each a “Commitment of any Lender which has agreed to such increase (any such Lender, an “Increasing LenderIncrease”) 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 $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 thirty (30) days prior to the Maturity latest scheduled Facility Termination Date (or such later date as the Administrative Agent may agree) then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 1,600,000,000 and (ivii) on the date of any request by the Borrower Representative for a Commitment Increase and on the related Increase Date, Date the applicable conditions set forth in Section 3.3 Article IV shall be satisfied. B. (b) The Borrower Representative may, but shall not be obligated to, offer the increase to (a) its existing Lenders and/or (b) Eligible Assignees. The Administrative (c) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible AssigneeAssignee and each Eligible Assignee that shall become a party hereto in accordance with Section 2.22, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.19(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 board of Directors directors of each of the Borrower Loan Parties or the Executive Committee executive committee of such Board board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower Representative (which may be in-in- house counsel), in form and substance reasonably satisfactory acceptable to the Administrative Agent and its counsel; ; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower Representative and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the BorrowerBorrower Representative; and (iii) confirmation from each Increasing 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, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)Termination Date, by notice to the Administrative Agent, request that the aggregate amount addition 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 term loan facilities (each, a "TERM LOAN FACILITY" and, collectively, "TERM LOAN FACILITIES") pursuant to an increase in the Commitments in an amount agreed (each, a "COMMITMENT INCREASE") equal 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 at least 39 $25,000,000 (or a higher an integral multiple of $5,000,000, (b5,000,000 in excess thereof) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”"INCREASE DATE") as specified in the related notice to the Administrative Agent; provided, however, that (di) in no event shall the aggregate amount of increases in all of the Commitments pursuant to this Section Commitment Increases exceed $125,000,000 and 200,000,000, (ivii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, (x) no Event of Default on a pro forma basis shall have occurred and be continuing, and (y) the applicable conditions set forth in clause (d) of this Section 3.3 2.17 shall be satisfied, (iii) the final maturity of advances and commitments under any Term Loan Facility shall be no shorter than one year after the final maturity of the Revolving Credit Facility, and (iv) each such Term Loan Facility shall contain other terms as may be agreed upon by the Borrower and the Administrative Agent. B. (b) The Administrative Agent shall promptly notify the 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 Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the "COMMITMENT DATE") which date shall be no later than 10 Business Days following the date of such notice. Each Lender that is willing to participate in the requested Commitment Increase (each, an "INCREASING LENDER") shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent 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 Lenders willing to participate therein ratably in accordance with their respective Commitments hereunder. (c) Promptly following the Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in the requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower may 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 Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be in an amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each the Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.17(c) (each such Eligible Assignee, an “Assuming Lender”"ASSUMING LENDER") shall become a Lender party to this Agreement as of such the Increase Date and the Commitment of each Increasing Lender for such Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.17(b)) as of the Increase Date; provided, however, that the Administrative Agent shall have received on or before such the Increase Date the following, each dated such date: (i) (A) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in a form and substance reasonably satisfactory to the Administrative Agent and its counselAgent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each each, an “Assumption Agreement”"ASSUMPTION AGREEMENT"), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent. On each the Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentencesentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimiletelecopier or telex, of the occurrence of the Commitment Increase to be effected on such the Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender . (e) It is agreed and each Assuming Lender shall, before 2:00 P.M. (New York City time) on understood that to the extent that Lenders have not committed to the requested Commitment Increase as of the Commitment Date, make available the Borrower may extend the offer to the Administrative Agent at the Funding and Payment Office, one or more Eligible Assignees to participate in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable any portion of the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. A. a. The Borrower Agent may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)time, by notice to the Administrative Agent, request that the aggregate amount of the Commitments be increased by in an aggregate amount during the term of this Agreement of up to $200,000,000 (in a minimum amount of $25,000,000 and in increments of $5,000,000) (an “Accordion Increase”) to be effective as of the date upon which the conditions set forth in Section 2.3(d) below are fulfilled to the satisfaction of Agent (an “Accordion Effective Date”); provided, however, that (i) increasing in no event shall more than four Accordion Increases occur during the term of this Agreement; (ii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or as of the applicable Accordion Effective Date, or shall occur as a result thereof; (iii) the representations and warranties of each Obligor in the Loan Documents (x) that are not qualified by “materiality” shall be true and correct in all material respects on the Accordion Effective Date and upon giving effect to such Accordion Increase and (y) that are qualified by “materiality” shall be true and correct on and as of such date, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except if qualified by “materiality”, shall be true and correct) as of such earlier date; and (iv) if a Trigger Period exists on the applicable Accordion Effective Date, the Borrowers shall be in compliance on a pro forma basis with the financial covenant set forth in Section 10.3; provided that for purposes of such calculation, such calculation shall assume the Commitments in respect of such Accordion Increase have been fully utilized. b. Agent will promptly notify the Lenders of a request by the Borrower Agent for an Accordion Increase, which notice shall include the date (which date shall be at least 15 days following the date of such notice) by which Lenders wishing to participate in such Accordion Increase must commit to an increase in the amount of their respective Commitments (each, a “Commitment Date”) and shall provide that such request is made ratably to all the Commitment of any Lenders. Each Lender which has agreed that is willing to participate in such increase Accordion Increase (any such Lendereach, an “Increasing Lender”) and/or (ii) adding shall give written notice to Agent on or prior to the applicable Commitment Date of the amount by which it is willing to increase its Commitment, it being understood that no Lender shall be obligated to participate in any Accordion Increase and any failure by a Lender to respond to Agent's notice as set forth in the immediately preceding sentence shall not be deemed to be evidence of such Lender's willingness to participate in any Accordion Increase. If the Lenders notify Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of such Accordion Increase, such Accordion Increase shall be allocated ratably among the Lenders willing to participate therein. c. Promptly following the applicable Commitment Date, Agent shall notify the Borrower Agent as to the amount, if any, by which the Lenders are willing to participate in the applicable Accordion Increase. If the aggregate amount by which the Lenders are willing to participate in such Accordion Increase on the applicable Commitment Date is less than such Accordion Increase, then the Borrower Agent may extend offers to one or more Eligible Assignees to participate in any portion of such Accordion Increase that has not been committed to by the Lenders as parties hereto with Commitments of the applicable Commitment Date; provided, however, that the Commitment of each such Eligible Assignee shall be 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 $25,000,000 5,000,000 or a higher an integral multiple of $5,000,000, 1,000,000 in excess thereof (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall or such lesser amounts as may be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior necessary to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; (d) in no event shall cause the aggregate amount of increases in the Commitments pursuant increase to this Section exceed $125,000,000 and (iv) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 3.3 shall be satisfiedequal such Accordion Increase). B. d. On each Increase the applicable Accordion Effective Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable Commitment Accordion Increase in accordance with Section 2.3(c) (each such Eligible Assignee, Assignee being an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase the applicable Accordion Effective Date and the Commitment of each Increasing Lender for such Accordion Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender pursuant to the last sentence of Section 2.3(b)) as of such Accordion Effective Date and the BorrowerCommitment of each Lender as set forth on Schedule 1.1(b) shall be adjusted accordingly; provided, howeverthat on or before the applicable Accordion Effective Date: (1) the full amount of the Accordion Increase has been committed to by Increasing Lenders or Assuming Lenders; (2) all amendments to this Agreement deemed reasonably necessary by Agent to accomplish the applicable Accordion Increase shall have been agreed by the parties hereto and any Assuming Lenders; (3) all necessary approvals shall have been obtained by each of the Increasing Lenders, that the Administrative Assuming Lenders and Agent; and (4) Agent shall have received on or before such Increase Date the following, each dated such date: (iA) (Ai) certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of Agent approving such Board approving the Commitment Accordion Increase and the corresponding modifications to this Agreement and Agreement, (Bii) an opinion of counsel for the Borrower Agent (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counsel(iii) a certificate from a knowledgeable Senior Officer of the Borrower Agent certifying that the conditions set forth in Section 2.3(a) have been satisfied and including, if applicable, a calculation reasonably satisfactory to Agent showing compliance with the financial covenant set forth in Section 10.3 as provided in such Section 2.3(a); (iiB) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower Agent and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the BorrowerBorrower Agent; and (iiiC) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower Agent and the Administrative Agent. On each Increase the applicable Accordion Effective Date, upon fulfillment of the conditions set forth in the immediately preceding sentencesentence of this Section 2.3(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the BorrowerBorrower Agent, on or before 1:00 P.M. 2:00 pm (New York City time), by facsimile, email or other electronic communication, of the occurrence of the Commitment such Accordion Increase to be effected on such Increase Date and shall record in the Register Loan Account the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) The Borrower Agent shall prepay Loans on the Increase Date, make available such Accordion Effective Date to the Administrative Agent at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal extent necessary to such Assuming Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to be ratable with the Commitment of each Lender after giving effect to such distribution equals such Lender’s ratable portion . This Section shall supersede the provisions of the aggregate Loans then outstanding (calculated based on its Commitment Section 15.1 as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)applicable.

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents), 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 (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 $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,0005,000,000 (each such proposed increase, (ca “Commitment Increase”) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (di) in no event shall the aggregate amount of increases the Commitments at any time exceed $200,000,000 in the Commitments pursuant to this Section exceed $125,000,000 and aggregate, (ivii) 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 3.3 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, 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. (b) The Administrative Agent shall promptly notify the Lenders of 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 Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment in respect of the Facility (the “Proposed Increased Commitment”). If the Lenders notify the Administrative Agent 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 to each Lender willing to participate therein in an amount equal to the Commitment Increase multiplied by the ratio 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 Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the 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 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 Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (d) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.17(c) (each such Eligible Assignee, an “Assuming Acceding Lender”) shall become a Lender party in respect of the applicable Increasing Facility to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.17(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 of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel)accession agreement from each Acceding Lender, if any, in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each each, an “Assumption Accession Agreement”), duly executed by such Assuming Acceding Lender, the Administrative Agent and the Borrower; and; (iiiii) confirmation from each Increasing 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 sentencesentence of this Section 2.17(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Acceding Lender) and the Borrower, on at or before 1:00 P.M. (New York City Cleveland, Ohio time), by facsimiletelecopier 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 Lender and each Assuming Acceding Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. . (New York City timee) on 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 make such Advance available to the Administrative Agent at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, Borrower as 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)additional Term Loan.

Increase in the Aggregate Commitments. A. The Borrower may, at any time but in any event not more than twice in any calendar year prior to the Maturity 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 $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; (d) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section exceed $125,000,000 300,000,000 and (ive) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 3.3 shall be satisfied. B. On each Increase Date, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender shall be increased by the amount agreed upon by such Lender and the Borrower; 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 of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing 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, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. A. (a) The Borrower may, Borrowers may at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)time, by written notice to the Administrative Agent, request that the aggregate amount of Administrative Agent increase the Commitments be increased Maximum Revolver Amount (a "Revolver Increase") 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 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 (w) no Default shall have occurred and be continuing as parties hereto with Commitments in an amount agreed of the date of such request or as of the effective date of such Revolver Increase (the "Increase Date") or shall occur as a result thereof, (x) any New Lender that becomes party to this Agreement pursuant to this Section 2.18 shall satisfy the requirements of Section 9.04(b) hereof and shall be acceptable to the Administrative Agent and consented to by such respective Eligible Assignees; provided that the Borrowers and (ay) the other conditions set forth in this Section 2.18 are satisfied. The Administrative Agent shall use commercially reasonable efforts to arrange for the syndication of any Revolver Increase. The Administrative Agent shall promptly inform the Lenders of any such request made by the Borrowers. The aggregate amount of any Revolver Increases shall not exceed $50,000,000 and no single such increase (for all Increasing Lenders and Eligible Assignees on any particular day) Revolver Increase shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the for an amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, . (cb) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; (d) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section exceed $125,000,000 and (iv) on the date of any request by the Borrower for a Commitment Increase and on the related On each Increase Date, (i) each New Lender that has chosen to participate in such Revolver Increase shall, subject to the conditions set forth in Section 3.3 shall be satisfied. B. On each Increase Date2.18(a) hereof, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase (each such Eligible Assignee, an “Assuming Lender”) shall become a 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 Lender shall be pursuant to this Section 2.18 will have its Commitment increased by the amount agreed upon by of its share of the Revolver Increase as of such Lender and the BorrowerIncrease 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 2.14 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 of the each Borrower or the Executive Committee of such Board approving the Commitment Revolver Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel)modifications, in form and substance reasonably satisfactory if any, to the Administrative Agent and its counselFinancing Documents required under subclause (vi) below, together with a certificate of each Borrower certifying that there have been no changes to the constitutive documents of such Borrower since the Effective Date, or if there have been changes, copies certified by such Borrower of all such changes; (ii) an assumption agreement from each Assuming LenderNew Lender participating in the Revolver Increase, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each each, an “"Assumption Agreement”"), duly executed by such Assuming New Lender, the Administrative Agent and the Borrower; andBorrowers; (iii) confirmation from each Increasing 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 no Default or Event of Default shall have occurred and be continuing or shall occur as a result of such Revolver Increase; (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 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 sentencethis Section 2.18, 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 Lenders, any New Lenders (including each Assuming Lender) participating in the Revolver Increase and the BorrowerBorrowers, on or before 1:00 P.M. noon (New York City time), by facsimiletelecopier 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 Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).

Increase in the Aggregate Commitments. A. (a) The Borrower may, Borrowers may at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)time, by written notice to the Administrative Agent, request that the aggregate amount of Administrative Agent increase the Commitments be increased Maximum Revolver Amount (a “Revolver Increase”) 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 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 an amount agreed to by such respective Eligible AssigneesRevolver Increase; provided provided, however, that (av) the aggregate amount of any such increase (for all Increasing Lenders no Default shall have occurred and Eligible Assignees on any particular day) shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount continuing as of the Commitment date of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective request or as of a the effective date that is at least 90 days prior to the Maturity 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 Administrative Agent; Borrowers to ▇▇▇▇▇▇ ▇▇▇▇▇ for Design Service Payments, (dx) 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 no event shall either the aggregate amount of increases in Senior Notes Indentures or the Commitments 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 and consented to by the Borrowers and (z) the other conditions set forth in this Section 2.19 are satisfied. The Administrative Agent shall use commercially reasonable efforts to arrange for the syndication of any Revolver Increase. The Administrative Agent shall promptly inform the Lenders of any such request made by the Borrowers. The aggregate amount of Revolver Increases shall not exceed $125,000,000 100,000,000 and no single such Revolver Increase shall be for an amount less than $10,000,000. (ivb) on the date of any request by the Borrower for a Commitment Increase and on the related On each Increase Date, (i) each New Lender that has chosen to participate in such Revolver Increase shall, subject to the conditions set forth in Section 3.3 shall be satisfied. B. On each Increase Date2.19(a) hereof, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase (each such Eligible Assignee, an “Assuming Lender”) shall become a 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 Lender shall be pursuant to this Section 2.19 will have its Commitment increased by the amount agreed upon by of its share of the Revolver Increase as of such Lender and the BorrowerIncrease 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 of the each Borrower or the Executive Committee of such Board approving the Commitment Revolver Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel)modifications, in form and substance reasonably satisfactory if any, to the Administrative Agent and its counselFinancing Documents required under subclause (vi) below, together with a certificate of each Borrower certifying that there have been no changes to the constitutive documents of such Borrower since the Effective Date, or if there have been changes, copies certified by such Borrower of all such changes; (ii) an assumption agreement from each Assuming LenderNew Lender participating in the Revolver Increase, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each each, an “Assumption Agreement”), duly executed by such Assuming New Lender, the Administrative Agent and the Borrower; andBorrowers; (iii) confirmation from each Increasing 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 Borrower and the Administrative Agent. On each ; (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, upon fulfillment 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 conditions set forth in Borrowers to ▇▇▇▇▇▇ ▇▇▇▇▇ for Design Service Payments, and (c) such Revolver Increase and all Loans made hereunder after the immediately preceding sentence, Increase Date shall not conflict with any limitations on the Administrative Agent shall notify incurrence of Indebtedness or the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, granting of the occurrence of Security Interests contained in either the Commitment Increase to be effected on such Increase Date and shall record in Senior Notes Indentures or the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase).Debentures Indenture;

Increase in the Aggregate Commitments. A. (a) The Borrower may, at any time (including, for avoidance of doubt, after any reduction in the Commitments) but in any event not more than twice once in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)Termination Date, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by (i) increasing the an 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 $25,000,000 or a higher an integral multiple of $5,000,000, thereof (beach a “Commitment Increase”) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 500,000,000 and (ivii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, as a condition to such Commitment Increase, the following conditions set forth in Section 3.3 precedent shall be satisfied: (A) the representations and warranties contained in Section 4.01 are correct on and as of such date, before and after giving effect to such Commitment Increase, as though made on and as of such date (except (x) to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct on and as of such earlier date and (y) the date referred to in Section 4.01(e)(ii) shall be deemed to be the date of the most recent audited financial statements referred to in Section 4.01(e)(i) or delivered in accordance with Section 5.01(i)(ii) and (B) no event has occurred and is continuing, or would result from such Commitment Increase, that constitutes a Default. B. (b) The Agent shall promptly notify the Lenders or such Eligible Assignees identified by the Borrower and approved by the Agent 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 Lenders or such Eligible Assignees wishing to participate in the Commitment Increase must respond (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. Any Lender that fails to respond to a request for Commitment Increase by the Commitment Date shall be deemed to have declined such request. The Commitment of each Eligible Assignee that agrees to participate in the requested Commitment Increase shall be in an amount of not less than $10,000,000. If Lenders and Eligible Assignees notify the Agent 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 such Persons in such amounts as are agreed between the Borrower and the Agent. (c) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.17(b) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.17(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 of the Borrower or the Executive Committee any committee of such Board approving authorizing the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory acceptable to the Administrative Agent and its counselAgent; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing 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 sentencesentence of this Section 2.17(c), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimiletelecopier, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, to the extent applicable, before 2:00 P.M. (New York City time) on the applicable Increase Date, make available to the Administrative Agent purchase at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable par that portion of the Loans then outstanding (calculated based on its Commitment as a percentage Advances of the aggregate 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Advances to be funded pro rata by the Lenders in an amount to each other Lender such that accordance with the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)Commitments.

Increase in the Aggregate Commitments. A. (a) The Borrower ------------------------------------- Borrowers may, at any time but in any event not more than twice once in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)Revolver Termination Date, 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 $25,000,000 or a higher an integral multiple of $5,000,000, 25,000,000 in excess thereof (beach a "Commitment Increase") the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days -------------------- prior to the Maturity scheduled Revolver Termination Date then in effect (the “"Increase -------- Date”") as specified in the related notice to the Administrative Agent; provided, ---- -------- however, that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at ------- any time exceed $125,000,000 3,500,000,000, (ii) no Default shall have occurred and (iv) on be continuing as of the date of any such request by and (iii) all of the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions set forth in Section 3.3 Article III shall be satisfiedsatisfied as of the applicable Increase Date. B. (b) The Administrative Agent shall promptly notify the Lenders of a request by the 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 Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Commitments (the "Commitment Date"). Each Lender that is willing to participate --------------- in such requested Commitment Increase (each an "Increasing Lender") shall, in ----------------- its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. If the Lenders notify the Administrative Agent 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 Lenders willing to participate therein in such amounts as are agreed between the Borrowers and the Administrative Agent. (c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrowers as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the Lenders are willing to participate in any requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrowers may 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 Commitment of each such Eligible -------- ------- Assignee, when aggregated with the commitment of such Person to lend under the Five-Year Credit Agreement, shall in no event be less than $10,000,000. (d) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.16(c) (each such Eligible Assignee, an “"Increase Assuming Lender”") shall become a Lender party ------------------------ to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 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 board of Directors directors of the each Borrower or the Executive Committee of such Board board approving the amount of the Commitments after giving effect to the Commitment Increase and Increase, (B) a certificate, signed by a duly authorized Responsible Officer of each Borrower, stating that all of the corresponding modifications to this Agreement applicable conditions in Article III have been satisfied and (BC) an opinion of counsel for the Borrower (which may be in-house counsel)Borrowers, in substantially the form and substance reasonably satisfactory to the Administrative Agent and its counselof Exhibit C hereto; (ii) an assumption agreement Assumption Agreement from each Increase Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Increase Assuming Lender, the Administrative Agent and the BorrowerBorrowers; and (iii) confirmation from each Increasing 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 sentencesentence of this Section 2.16(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Increase Assuming Lender) and the BorrowerBorrowers, on or before 1:00 P.M. (New York City time), by facsimiletelecopier 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 Lender and each Increase Assuming Lender on such date. Each Increasing Lender and In addition, on each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make each of the Increasing Lenders and the Increase Assuming Lenders will purchase and assume from the other Lenders such interests in the Revolving Credit Advances made by such other Lenders and outstanding on such Increase Date as shall be necessary so that, after giving effect to such purchases and assumptions, each of the Lenders (including the Increasing Lenders and the Increase Assuming Lenders) will hold their respective pro rata shares of all Revolving Credit Advances outstanding on such Increase Date (such purchases and assumptions to be effected by each of the Increasing Lenders and the Increase Assuming Lenders making an amount equal to such respective pro rata shares available for the accounts of their Applicable Lending Offices to the Administrative Agent at the Funding and Payment OfficeAdministrative Agent's Account, in same day funds, ). Each Borrower hereby agrees to each of the purchases and assumptions described 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase)immediately preceding sentence.

Increase in the Aggregate Commitments. A. The Borrower may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)year, by notice to the Administrative Agent, request that an increase to the aggregate amount of the Revolving Credit 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 LenderIncrease”) and/or (ii) adding one or more Eligible Assignees as parties hereto ), with Commitments all such Increases to be in an amount agreed to by such respective Eligible Assignees; provided that (a) the aggregate amount of any such increase (for all Increasing Lenders not to exceed $250,000,000 and Eligible Assignees on any particular day) shall be $25,000,000 or a higher integral multiple of $5,000,000, (b) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity Termination Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (di) in no event the requested Increase shall the aggregate be an amount of increases $20,000,000 or an integral multiple of $5,000,000 in the Commitments pursuant to this Section exceed $125,000,000 excess thereof and (ivii) on the date of any request by the Borrower for a Commitment an Increase and on the related Increase DateDate (A) the representations and warranties contained in Section 4.01 shall be true and correct (except to the extent such representation and warranty is qualified by Material Adverse Effect or other materiality, in which case it shall be true and correct in all respects) on and as of such date, before and after giving effect to such Increase, as though made on and as of such date and (B) no event has occurred and is continuing, or would result from such Increase, that constitutes a Default and (iv) no Increase with respect to the Revolving Credit Commitments shall increase the sublimit under the Letter of Credit Facility. (a) If the Borrower requests an Increase, the conditions set forth Agent shall promptly notify such Lenders or Eligible Assignees as the Borrower may direct of a request by the Borrower for an Increase, which notice shall include (A) the proposed amount of such requested Increase, (B) the proposed Increase Date and (C) the date by which Lenders wishing to participate in Section 3.3 the Increase must commit to an increase in the amount of their respective Commitments. Each such Lender that is willing to participate in such requested Increase (each an “Increasing Revolving Lender”) shall, in its sole discretion, give written notice to the Agent on or prior to the relevant deadline of the amount by which it is willing to increase its Revolving Credit Commitment. The requested Increase shall be satisfiedallocated among the Lenders willing to participate therein and the applicable Assuming Lenders in such amounts as are agreed between the Borrower and the Agent. Any Lender failing to notify the Agent by the relevant deadline shall be deemed to have declined to increase its Revolving Credit Commitment. B. (b) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable Commitment a requested Increase in accordance with Section 2.18(a) (each such Eligible Assignee, an “Assuming Revolving Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment of each Increasing Lender for such requested Increase shall be so increased by such amount (or by the amount agreed upon by allocated to such Lender and pursuant to the Borrowerlast sentence of Section 2.18(a) as of such Increase Date); provided, however, that the Administrative Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof and the 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 of the Borrower or the Executive Committee of such Board approving authorizing the Commitment Increase and (to the corresponding modifications to this Agreement and extent not authorized by resolutions previously delivered pursuant hereto); (Bii) an opinion of counsel for the Borrower (which may be in-house counsel), in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (iiiii) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the Borrower; and (iiiiv) confirmation from each Increasing 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 sentencesentence of this Section 2.18(b), the Administrative Agent shall notify the Lenders (including each Assuming Revolving Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, 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 Revolving Lender and each Assuming Revolving Lender on such date. Each Increasing Revolving Lender and each Assuming Revolving Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available for the account of its Applicable Lending Office to the Administrative Agent at the Funding and Payment OfficeAgent’s Account, in same day funds, in the case of such Assuming Revolving Lender, an amount equal to such Assuming Revolving Lender’s ratable portion of the Loans Advances 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 Revolving Lender, an amount equal to the excess of (i) such Increasing Revolving Lender’s ratable portion of the Loans Advances 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 Revolving Lender’s ratable portion of the Loans Advances 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 Administrative Agent’s receipt of such funds from each such Increasing Revolving Lender and each such Assuming Revolving Lender, the Administrative 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 outstanding Loans Advances owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans Advances 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).

Increase in the Aggregate Commitments. A. The Borrower may, at At any time prior to the Termination Date (but in any event not more than twice once in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consentsquarter), if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Revolving Credit Commitments (each, a “Commitment Increase”), either by notice designating a Person not theretofore a Lender and acceptable to the Administrative Agent, request each Issuing Bank and each Swing Line Bank (such acceptance not to be unreasonably withheld) (each such Person, an “Assuming Lender”) to become a Lender (provided that the aggregate amount such new Lender accepts a Revolving Credit Commitment of the Commitments not less than US$5,000,000) or by agreeing with an existing Lender that such Lender’s Revolving Credit Commitment shall be increased by (i) increasing the amount of the Commitment of any Lender which has agreed to such increase (any each such Lender, an “Increasing Lender”) and/or ). Upon execution and delivery by the Borrowers and each Increasing Lender or Assuming Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, each Issuing Bank and each Swing Line Bank (ii) adding one each an “Assumption Agreement”), such Increasing Lender shall have a Revolving Credit Commitment as therein set forth or more Eligible Assignees such Assuming Lender shall become a Lender with a Revolving Credit Commitment as parties hereto therein set forth and all the rights and obligations of a Lender with Commitments in an amount agreed to by such respective Eligible Assigneesa Revolving Credit Commitment hereunder; provided that (ai) the Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of any each such increase (for all Increasing Lenders and Eligible Assignees which is effective on any particular day) day shall be $at least US$25,000,000 or a higher an integral multiple of $5,000,000thereof, (biii) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; (d) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section shall at no time exceed $125,000,000 US$3,300,000,000 and (iv) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 3.3 shall be satisfied. B. On each Increase Date, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender shall be increased by the amount agreed upon by such Lender and the Borrower; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) date (A) certified copies of resolutions of the Board of Directors of the Borrower or Company evidencing the Executive Committee ability of such Board approving the Company to effect the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Company (which may be in-house counsel), in substantially the form of Exhibit C hereto with such modifications as are reasonably acceptable to the Required Lenders. Upon any increase in the aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.15, within five Business Days in the case of the Base Rate Advances outstanding, and at the end of the then current Interest Period with respect thereto in the case of the Advances comprising each Eurocurrency Rate Borrowing then outstanding (but in any event within 45 days), the respective Revolving Credit Advances shall be reallocated among the Revolving Credit Lenders so that, after giving effect to such reallocation, the Revolving Credit Advances comprising each Revolving Credit Borrowing and continuing into the subsequent Interest Period are funded by the Lenders ratably according to their respective Unused Revolving Credit Commitments on such day. Each Revolving Credit Lender (x) agrees that the conditions precedent set forth in Section 3.3 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.15 and (y) waives any amounts otherwise payable by any Borrower under Section 2.18 in the event of a reallocation of Revolving Credit Advances pursuant to this Section 2.15 other than on the last day of an Interest Period. At any time prior to the Termination Date (but not more than once in any calendar quarter), if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Australian Commitments, either by designating a consenting Lender not theretofore an Australian Lender and acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld) to become an Australian Lender (an “Assuming Australian Lender”) (provided that such new Australian Lender accepts an Australian Commitment of not less than US$2,500,000) or by agreeing with an existing Australian Lender that such Lender’s Australian Commitment shall be increased (an “Increasing Australian Lender”). Upon execution and delivery by the Company and each Increasing Australian Lender or Assuming Australian Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, such Lender shall have an Australian Commitment as therein set forth; provided that (i) the Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Australian Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least US$5,000,000 or an integral multiple thereof, (iii) the aggregate amount of the Australian Commitments shall at no time exceed US$215,000,000 and (iv) the Administrative Agent shall have received on or before such date (A) certified copies of resolutions of the Board of Directors of the Company and each Australian Borrower evidencing the ability of the Company and each Australian Borrower to effect increase in the Australian Commitments and (B) an opinion of counsel for the Company and each Australian Borrower (which may be in-house counsel), in substantially the form and substance of Exhibit C hereto with such modifications as are reasonably satisfactory acceptable to the Administrative Agent and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, Australian Lenders holding a majority in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender interest of the Australian Commitments. Upon any 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, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the Australian Commitments pursuant to this Section 2.15, at the end of the then current Interest Period with respect to Australian Advances comprising each Eurocurrency Rate Borrowing then outstanding Loans owing to each Lender (but in any event within 45 days), the respective Australian Advances shall be reallocated among the Australian Lenders so that, after giving effect to such distribution equals reallocation, the Australian Advances comprising each Australian Borrowing and continuing into the subsequent Interest Period are funded by the Australian Lenders ratably according to their respective Unused Australian Commitments on such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment day. Prior to any reallocation and except as a percentage of the aggregate Commitments outstanding after giving effect otherwise expressly provided herein, any payments made to the relevant Commitment Increase)Australian Lenders shall be made pro rata with respect to their respective Australian Commitments in effect prior to such reallocation. Each Australian Lender (x) agrees that the conditions precedent set forth in Section 3.3 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.15 and (y) waives any amounts otherwise payable by any Borrower under Section 2.18 in the event of a reallocation of Australian Advances pursuant to this Section 2.15 other than on the last day of an Interest Period.

Increase in the Aggregate Commitments. A. The Borrower may, at At any time prior to the Termination Date (but in any event not more than twice once in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consentsquarter), if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Revolving Credit Commitments (each, a “Commitment Increase”), either by notice designating a Person not theretofore a Lender and acceptable to the Administrative Agent, request each Issuing Bank and each Swing Line Bank (such acceptance not to be unreasonably withheld) (each such Person, an “Assuming Lender”) to become a Lender (provided that the aggregate amount such new Lender accepts a Revolving Credit Commitment of the Commitments not less than US$5,000,000) or by agreeing with an existing Lender that such ▇▇▇▇▇▇’s Revolving Credit Commitment shall be increased by (i) increasing the amount of the Commitment of any Lender which has agreed to such increase (any each such Lender, an “Increasing Lender”) and/or ). Upon execution and delivery by the Borrowers and each Increasing Lender or Assuming Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, each Issuing Bank and each Swing Line Bank (ii) adding one each an “Assumption Agreement”), such Increasing Lender shall have a Revolving Credit Commitment as therein set forth or more Eligible Assignees such Assuming Lender shall become a Lender with a Revolving Credit Commitment as parties hereto therein set forth and all the rights and obligations of a Lender with Commitments in an amount agreed to by such respective Eligible Assigneesa Revolving Credit Commitment hereunder; provided that (ai) the Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Lenders, (ii) the aggregate amount of any each such increase (for all Increasing Lenders and Eligible Assignees which is effective on any particular day) day shall be $at least US$25,000,000 or a higher an integral multiple of $5,000,000thereof, (biii) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall be effective as of a date that is at least 90 days prior to the Maturity Date (the “Increase Date”) as specified in the related notice to the Administrative Agent; (d) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section shall at no time exceed $125,000,000 US$4,500,000,000 and (iv) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Section 3.3 shall be satisfied. B. On each Increase Date, each Eligible Assignee that has agreed to participate in the applicable Commitment Increase (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender shall be increased by the amount agreed upon by such Lender and the Borrower; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: (i) date (A) certified copies of resolutions of the Board of Directors of the Borrower or Company evidencing the Executive Committee ability of such Board approving the Company to effect the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Company (which may be in-house counsel), in substantially the form of Exhibit C hereto with such modifications as are reasonably acceptable to the Required Lenders. Upon any increase in the aggregate amount of the Revolving Credit Commitments pursuant to this Section 2.15, within five Business Days in the case of the Base Rate Advances or ▇▇▇▇▇ ▇▇▇▇ Advances outstanding, and at the end of the then current Interest Period with respect thereto in the case of the Advances comprising each Term Benchmark Rate Borrowing then outstanding (but in any event within 45 days), the respective Revolving Credit Advances shall be reallocated among the Revolving Credit Lenders so that, after giving effect to such reallocation, the Revolving Credit Advances comprising each Revolving Credit Borrowing and continuing into the subsequent Interest Period are funded by the Lenders ratably according to their respective Unused Revolving Credit Commitments on such day. Each Revolving Credit Lender (x) agrees that the conditions precedent set forth in Section 3.3 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.15 and (y) waives any amounts otherwise payable by any Borrower under Section 2.18 in the event of a 50 reallocation of Revolving Credit Advances pursuant to this Section 2.15 other than on the last day of an Interest Period. At any time prior to the Termination Date (but not more than once in any calendar quarter), if no Default shall have occurred and be continuing at such time, the Company may, if it so elects, increase the aggregate amount of the Australian Commitments, either by designating a consenting Lender not theretofore an Australian Lender and acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld) to become an Australian Lender (an “Assuming Australian Lender”) (provided that such new Australian Lender accepts an Australian Commitment of not less than US$2,500,000) or by agreeing with an existing Australian Lender that such ▇▇▇▇▇▇’s Australian Commitment shall be increased (an “Increasing Australian Lender”). Upon execution and delivery by the Company and each Increasing Australian Lender or Assuming Australian Lender of an instrument of assumption in form and amount reasonably satisfactory to the Administrative Agent, such Lender shall have an Australian Commitment as therein set forth; provided that (i) the Company shall provide prompt notice of such increase to the Administrative Agent, which shall promptly notify the other Australian Lenders, (ii) the aggregate amount of each such increase which is effective on any day shall be at least US$5,000,000 or an integral multiple thereof, (iii) the aggregate amount of the Australian Commitments shall at no time exceed US$215,000,000 and (iv) the Administrative Agent shall have received on or before such date (A) certified copies of resolutions of the Board of Directors of the Company and each Australian Borrower evidencing the ability of the Company and each Australian Borrower to effect increase in the Australian Commitments and (B) an opinion of counsel for the Company and each Australian Borrower (which may be in-house counsel), in substantially the form and substance of Exhibit C hereto with such modifications as are reasonably satisfactory acceptable to the Administrative Agent and its counsel; (ii) an assumption agreement from each Assuming Lender, if any, Australian Lenders holding a majority in form and substance satisfactory to the Borrower and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and (iii) confirmation from each Increasing Lender interest of the Australian Commitments. Upon any 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, the Administrative Agent shall notify the Lenders (including each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by facsimile, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and 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 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders in an amount to each other Lender such that the aggregate amount of the Australian Commitments pursuant to this Section 2.15, at the end of the then current Interest Period with respect to Australian Advances comprising each Term Benchmark Rate Borrowing then outstanding Loans owing to each Lender (but in any event within 45 days), the respective Australian Advances shall be reallocated among the Australian Lenders so that, after giving effect to such distribution equals reallocation, the Australian Advances comprising each Australian Borrowing and continuing into the subsequent Interest Period are funded by the Australian Lenders ratably according to their respective Unused Australian Commitments on such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment day. Prior to any reallocation and except as a percentage of the aggregate Commitments outstanding after giving effect otherwise expressly provided herein, any payments made to the relevant Commitment Increase)Australian Lenders shall be made pro rata with respect to their respective Australian Commitments in effect prior to such reallocation. Each Australian Lender (x) agrees that the conditions precedent set forth in Section 3.3 shall not apply to any additional amounts required to be funded by such Lender pursuant to this Section 2.15 and (y) waives any amounts otherwise payable by any Borrower under Section 2.18 in the event of a reallocation of Australian Advances pursuant to this Section 2.15 other than on the last day of an Interest Period.

Increase in the Aggregate Commitments. A. (a) The Borrower Company may, at any time but in any event not more than twice in any calendar year prior to the Maturity Date (unless the Administrative Agent otherwise consents)time, by notice to the Administrative Agent, request that the aggregate amount of the Commitments Commitment be increased by (i) increasing the an amount of the Commitment of any Lender which has agreed to such increase (any such Lender, $50,000,000 or 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 $25,000,000 or a higher integral multiple of $5,000,000, 50,000,000 in excess thereof (beach a “Commitment Increase”) the amount of the Commitment of any Eligible Assignee that is not already a Lender shall be not less than $5,000,000, (c) any such increase shall to be effective as of a date that is at least 90 days prior to the Maturity scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however that (di) in no event shall the aggregate amount of increases in the Commitments pursuant to this Section at any time exceed $125,000,000 2,000,000,000 and (ivii) 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 3.3 Article III shall be satisfied. B. (b) The Agent shall promptly notify the Lenders and such Eligible Assignees as are identified by the Company of a request by the 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 ▇▇▇▇▇▇▇ and such Eligible Assignees wishing to participate in the Commitment Increase must commit to such Commitment Increase (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Commitment. (c) On each Increase Date, each Eligible Assignee that has agreed accepts an offer to participate in the applicable a requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible Assignee, an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by the such amount agreed upon by allocated to such Lender and the Borroweras 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 of the Borrower Company or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower Company (which may be in-house counsel), in substantially the form and substance reasonably satisfactory to the Administrative Agent and its counselof Exhibit E hereto; (ii) an assumption agreement from each Assuming Lender, if any, in form and substance reasonably satisfactory to the Borrower Company and the Administrative Agent (each an “Assumption Agreement”), duly executed by such Assuming LenderEligible Assignee, the Administrative Agent and the BorrowerCompany; and (iii) confirmation from each Increasing 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 sentencesentence of this Section 2.19(d), the Administrative Agent shall notify the Lenders (including including, without limitation, each Assuming Lender) and the BorrowerCompany, on or before 1:00 P.M. (New York City time), by facsimilee-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 Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender shall, before 2:00 P.M. (New York City time) on the Increase Date, make available to the Administrative Agent at the Funding and Payment Office, in same day funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable purchase that portion of the Loans then outstanding (calculated based on its Commitment as a percentage Advances of the aggregate 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 Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of the Loans then outstanding (calculated based on its Commitment (without giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments (without giving effect to the relevant Commitment Increase). After the Administrative Agent’s receipt of such funds from each such Increasing Lender and each such Assuming Lender, the Administrative Agent will promptly thereafter cause to be distributed like funds to the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Advances and funded and held on a pro rata basis by the Lenders in an amount to each other Lender such that the aggregate amount of the outstanding Loans owing to each Lender after giving effect to such distribution equals such Lender’s ratable portion of the aggregate Loans then outstanding (calculated based on its Commitment as a percentage of the aggregate Commitments outstanding after giving effect to the relevant Commitment Increaseaccordance with their Ratable Shares).