Common use of Increase of Commitments Clause in Contracts

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), paragraph shall not exceed $750,000,000 250,000,000 and (ii) without the consent of the Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,00025,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by the Company after the Closing Date. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company Company, the Agent, the Swingline Lender and the Agent Issuing Bank (which consents consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(aSection 2.23(a) shall execute a New Bank supplementSupplement (each, a “New Bank Supplement”), substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. On each Increased Commitment Closing Date, participating interests in Letters of Credit and Swingline Loans shall be adjusted as directed by the Agent to reflect the then respective Commitment Percentages of the Banks. Payments to the Banks in respect of the Loans and Letters of Credit will be made to give effect to the allocations or reallocations described in this subsectionSection.

Increase of Commitments. (a) The Company Upon at least 15 days' prior notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, subject to the terms and any one or more Banks (including New Banks) mayconditions set forth below, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or to increase the aggregate amount of their the Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) in multiples of $5,000,000; provided that the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, when added to the aggregate amount of increased all such prior increases in the Commitments obtained after hereunder and all prior or contemporaneous increases in the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility Other Credit Facilities (or any facility that replaces or refinances the 5-Year Revolving Facilityincluding in each case by way of creating new Commitments), shall in each case on or after the Effective Date (as such term is defined herein and in the Other Credit Facilities, as the case may be), does not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion500,000,000. (b) Any additional banksuch increase in the Commitments hereunder shall apply, financial institution or other entity which, with at the consent option of the Company Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent and each Bank whose Commitment is to be increased shall consent to such increase, (ii) the amount set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of an institution not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent. (c) Initial Loans made under It is understood that any such increased increase in the amount of the Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments this Section 2.17 shall not constitute an amendment of principal, interest and fees under this Agreement shall be made by or the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionNotes.

Increase of Commitments. (a) The Company If no Default, Event of Default or Material Adverse Change shall have occurred and any one or more Banks (including New Banks) maybe continuing at the time of delivery of the Commitment Increase Notice, the Borrower may at any time when no Default or Event and from time to time request an increase of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their aggregate Commitments by executing and delivering notice to the Administrative Agent an Increased Commitment Notice specifying (i) in writing of the amount of such proposed increase and (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $10,000,000, (ii) the applicable Increased Commitment Closing Date. Notwithstanding cumulative increase in Commitments after the foregoing, (i) Effective Date pursuant to this Section 2.19 shall not exceed $200,000,000 without the consent approval of the Required BanksLenders, (iii) the Commitment of any Lender may not be increased without such Lender’s consent, and (iv) the aggregate amount of increased the Lenders’ Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) 1,200,000,000 without the consent approval of the AgentRequired Lenders. Following any Commitment Increase Notice, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so the Borrower may, in its sole discretion. (b) Any additional bank, financial institution or other entity which, but with the consent of the Company Administrative Agent, each Issuing Bank and the Agent Swingline Lender as to any Person that is not at such time a Lender (which consents consent shall not be unreasonably withheld or delayed), elects offer to become any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a “Bank” under portion of the increased Commitments pursuant to paragraph (b) or (c) below, as applicable. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer such increased Commitments to certain existing Lenders, to the additional banks or financial institutions identified therein or such additional banks or financial institutions identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such increased Commitments. (b) Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Agreement Section 2.19 shall, in connection with any transaction described in subsection 2.21(a) shall each case, execute a New Bank supplementCommitment Increase Agreement, in substantially in the form of attached hereto as Exhibit J-1C, with the Borrower and the Administrative Agent, whereupon such bankLender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. No Lender shall have any obligation whatsoever to agree to increase its Commitment. Each Commitment Increase Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other increasing Lenders. (c) Any additional bank or financial institution or other entity that the Borrower selects to offer participation in the increased Commitments shall execute and deliver to the Administrative Agent a New Lender Agreement (a “New BankLender Agreement”), in substantially the form attached hereto as Exhibit D, setting forth its Commitment, and upon the effectiveness of such New Lender Agreement, such bank or financial institution (a “New Lender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Commitment of any New Lender shall be an amount not less than $10,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. (cd) Initial The effectiveness of any Commitment Increase Agreement or New Lender Agreement shall be contingent upon receipt by the Administrative Agent of corporate resolutions of the Borrower in form and substance reasonably satisfactory to the Administrative Agent. Once a Commitment Increase Agreement or New Lender Agreement becomes effective, the Administrative Agent shall reflect the increases in the Commitments effected by such agreements by appropriate entries in the Register. (e) Upon and after the effective date of any increase in the Commitments pursuant to this Section 2.19 (the “Re-Allocation Date”), additional Revolving Loans made under any such increased Commitments shall be made pursuant pro rata based on the respective Commitments of the Lenders in effect on or after such Re-Allocation Date, and continuations of Loans outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto or, in the case of ABR Loan, on the date of such increase based on the respective Commitments in effect prior to funding procedures then agreed to by the Company Re-Allocation Date, and the Agent making of new Loans of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. (including as f) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the initial interest applicable to such Loansprovisions of this Agreement), and payments of principal, interest on and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing repayments of such increased Commitments. Payments to the Banks in respect of the Eurodollar Loans will be made to give effect paid thereon to the allocations or reallocations described in this subsectionrespective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.

Increase of Commitments. (a) The Company Upon at least five days’ prior notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, subject to the terms and any one or more Banks (including New Banks) mayconditions set forth below, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or to increase the aggregate amount of their the Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) in multiples of $5,000,000; provided that the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, when added to the aggregate amount of increased all such prior increases in the Commitments obtained hereunder (including by way of creating new Commitments), on or after the Closing Date pursuant to this paragraphEffective Date, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall does not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion250,000,000. (b) Any additional banksuch increase in the Commitments (the “Incremental Commitments”) hereunder shall apply, financial at the option of the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent and each Bank the Commitment of which is to be increased shall consent to such increase, (ii) the amount set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution or other entity whichbecomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Administrative Agent of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the consent provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the Company creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Agent Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent. The date on which consents shall not be unreasonably withheld or delayed)the conditions set forth in this paragraph are satisfied is the “Increased Amount Date” and each such Bank providing an Incremental Commitment, elects to become a an “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Incremental Bank”. (c) On any Increased Amount Date on which any Incremental Commitments are effective, subject to the satisfaction of the foregoing conditions, each Incremental Bank shall become a Bank for all purposes hereunder with respect to its Incremental Commitment and the Incremental Loans made pursuant thereto. (d) The Administrative Agent shall notify the Banks promptly upon receipt of the Borrower’s notice of the Increased Amount Date and in respect thereof of Incremental Commitments and the Incremental Banks. (e) The terms and provisions of the Incremental Commitments and any Borrowing in respect of such Incremental Commitments shall be, except as otherwise set forth herein, identical to the same extent as if originally a party hereto Commitments on the Effective Date and shall be bound by and entitled to the benefits of any other Loans made under this Agreement. (cf) Initial Loans made under It is understood that any such increased increase in the amount of the Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments this Section 2.17 shall not constitute an amendment of principal, interest and fees under this Agreement shall be made by or the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionNotes.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering Subject to the Agent an Increased Commitment Notice specifying (i) the amount approval of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects the Borrower shall have the right to become request increases in the aggregate amount of the Commitments (provided that there shall be no more than three such increases in the Commitments and after giving effect to any such increase in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $1,500,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $35,000,000 and integral multiples of $10,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a “Bank” under party to this Agreement in connection with any transaction described in subsection 2.21(a) such requested increase must be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall execute on the date it becomes a New Bank supplementLender hereunder (or increases its Commitment, substantially in the form case of Exhibit J-1, whereupon such bank, financial institution or an existing Lender) (and as a condition thereto) purchase from the other entity Lenders its Commitment Percentage (a “New Bank”) shall become a Bank for all purposes and as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same extent day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Sections 2.2.(e) or 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if originally any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and agreements as the Agent may reasonably request and (including as to b) the initial interest applicable to such Loans)Borrower shall make appropriate arrangements so that each new Lender, and payments of principalany existing Lender increasing its Commitment, interest and fees under this Agreement shall be made by receives a new or replacement Note, as appropriate, in the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to the Banks in respect Lender’s Commitment within 2 Business Days of the Loans will be made to give effect to effectiveness of the allocations or reallocations described applicable increase in this subsectionthe aggregate amount of Commitments.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) Borrower may, at any from time when no Default or Event of Default has occurred and is continuingto time, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering notice to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoingAdministrative Agent, (i) without the consent of the Required Banks, request that the aggregate Commitments be increased by an amount of increased that will not result in the aggregate Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility exceeding $200,000,000; provided that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to in aggregate Commitments under this paragraph Section shall be in a minimum amount of at least $10,000,00025,000,000. No Bank Each such notice shall set forth the requested amount of the increase in the Commitments and the date on which such increase is to become effective. The Borrower shall have the right, but not the obligation, to arrange for one or more commercial banks or other financial institutions (any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or other entity whichincrease their existing Commitments in an aggregate amount up to, with but not greater than, the consent requested increase, provided that each Augmenting Lender, if not already a Lender hereunder (i) shall extend a new Commitment of not less than $5,000,000, (ii) shall execute all such documentation as the Company Administrative Agent shall reasonably specify to evidence its status as a Lender hereunder and (iii) shall be consented to by the Administrative Agent (which consents consent shall not be unreasonably withheld or delayed). Such increases and such new Commitments shall become effective on the date agreed to by the Borrower, elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplementthe Augmenting Lenders and the Administrative Agent. Notwithstanding the foregoing, substantially no increase in the form aggregate Commitments (or in the Commitment of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”any Lender) shall become a Bank for all purposes and to effective under this paragraph unless, on the same extent as if originally a party hereto and date of such increase, the conditions set forth in Section 4.02 shall be bound satisfied (with all references in such paragraphs to a Loan being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by and entitled to an Executive Officer of the benefits of this AgreementBorrower. Notwithstanding anything else in the foregoing, no Lender shall become an Augmenting Lender without such Lender’s consent. (cb) Initial Upon the effectiveness of any increase pursuant to this Section 2.18 of the aggregate Commitments and any resulting adjustment in the Applicable Percentages, the Lenders and the Augmenting Lenders will purchase from each other and sell to each other outstanding Loans made under any such increased Commitments sufficient to cause the outstanding Loans of each Lender and Augmenting Lender to equal its Applicable Percentage (as so adjusted) of the aggregate outstanding Revolving Loans. Such purchase and sale shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement Section 9.04 except that no minimum amount shall be made by required, no processing fee shall be charged and, if any Lender shall suffer a loss or incur an expense as a result of the Company to give effect to such procedures and the timing effectiveness of such increased Commitmentspurchase or sale being during an Interest Period, the Borrower shall reimburse such Lender the amount of such loss or expense. Payments Each such Lender shall furnish the Borrower with a certificate setting forth, in reasonable detail, the basis for determining the amount to the Banks in respect of the Loans will be made paid to give effect to the allocations or reallocations described in this subsectionit hereunder.

Increase of Commitments. (a) The Company Borrower may from time to time after the Restatement Date, by written notice to the Administrative Agent (which shall be provided four Business Days prior to the Increase Effective Date), executed by the Borrower and any one or more Banks financial institutions (including New Banks) mayany such financial institution referred to in this Section being called an “Increasing Lender”), at which may include any time when no Default Lender (acting in its sole discretion), cause new Commitments to be extended by the Increasing Lenders or Event cause the existing Commitments of Default has occurred and is continuing, agree that the Increasing Lenders to be increased (any such Banks shall make, obtain extension or increase the being called a “Commitment Increase”), in an amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying set forth in such notice; provided, that (i) the aggregate amount of the Commitment Increases becoming effective on any single date shall be at least $25,000,000 (or such increase and lesser amount consented to by the Administrative Agent), (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, at no time shall the aggregate amount of increased Commitments obtained after Commitments, giving effect to the Closing Date Commitment Increases effected pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and 2,000,000,000, (iiiii) without each Increasing Lender, if not already a Lender hereunder, (A) shall be subject to the consent approval of the Agent, Administrative Agent and each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Issuing Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents approval shall not be unreasonably withheld or delayed), elects to (B) shall complete an Administrative Questionnaire and (C) shall become a party hereto by completing and delivering to the Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Bank” under Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and shall be subject to all obligations of, a Lender hereunder and (y) Schedule 2.01 shall be deemed to have been amended to reflect the Commitments of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any Commitment Increase with respect to a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. For the avoidance of doubt, no Lender may be made an Increasing Lender without its consent. (b) On the Increase Effective Date, which shall not be less than 30 days prior to the Maturity Date, (i) the aggregate principal amount of the Loans outstanding immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date (the “Initial Loans”) shall be deemed to be repaid, (ii) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types, in the currencies and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds and in the applicable currencies of the relevant Borrowings an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the Subsequent Borrowings and (B) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the amount of the Subsequent Borrowings, (v) each Increasing Lender and each other Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vi) the Borrower shall pay each Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. Notwithstanding the foregoing, the Administrative Agent may, in its discretion, implement other procedures (such as non-pro rata Borrowings while current Interest Periods are in effect) in order to minimize or eliminate LIBOR breakage costs in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreementincrease. (c) Initial Loans made Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under any this Section unless, on the date of such increased Commitments increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be made pursuant satisfied (with all references in such paragraphs to funding procedures then agreed a Borrowing being deemed to by the Company be references to such increase) and the Administrative Agent (including as shall have received, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a certificate to the initial interest applicable to that effect dated such Loans), date and payments executed by a Financial Officer of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectioneach Loan Party.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuingby notice to the Administrative Agent, agree that such Banks shall make, obtain or increase the amount of their total Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying hereunder (i) the amount of each such increase and being a “Commitment Increase”) either by having a Bank increase its Commitment then in effect (iieach an “Increasing Bank”) the applicable Increased or by adding as a Bank with a new Commitment Closing Date. Notwithstanding the foregoing, hereunder a Person which is not then a Bank (ieach an “Assuming Bank”) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, in each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, case with the consent of the Company Administrative Agent (not to be unreasonably withheld), which notice shall specify the name of each Increasing Bank and/or Assuming Bank, as applicable, the amount of the Commitment Increase and the Agent portion thereof being assumed by each such Increasing Bank or Assuming Bank, and the date on which such Commitment Increase is to be effective (the “Commitment Increase Date”) (which consents shall be a Business Day at least three Business Days after delivery of such notice and 30 days prior to the Commitment Termination Date); provided that: (i) the minimum amount of the increase of the Commitment of any Increasing Bank, and the minimum amount of the Commitment of any Assuming Bank, as part of any Commitment Increase shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000; (ii) immediately after giving effect to any Commitment Increase, the total Commitments hereunder shall not exceed $2,950,000,000; (iii) no Default shall have occurred and be unreasonably withheld continuing on the relevant Commitment Increase Date; and (iv) the representations and warranties of the Borrowers set forth in Section 7 hereof shall be true and correct on and as of the relevant Commitment Increase Date as if made on and as of such date (or, if any such representation or delayedwarranty is expressly stated to have been made as of a specific date, as of such specific date); and provided, elects further, that no existing Bank shall be required to become an Increasing Bank unless it has delivered to the Administrative Agent the agreement referred to in clause (B) below, and then only for the increased Commitment set forth in such agreement. Each Commitment Increase (and the increase of the Commitment of each Increasing Bank and/or the new Commitment of each Assuming Bank, as applicable, resulting therefrom) shall become effective as of the relevant Commitment Increase Date upon receipt by the Administrative Agent, on or prior to 9:00 a.m., New York City time, on such Commitment Increase Date, of (A) a “Bank” certificate signed by a duly authorized officer of the Company stating that the conditions with respect to such Commitment Increase under this Agreement in connection with any transaction described in subsection 2.21(aSection have been satisfied and (B) shall execute a New Bank supplementan agreement, substantially in the form of Exhibit J-1H hereto, whereupon pursuant to which, effective as of such bankCommitment Increase Date, financial institution or other entity (a “New Bank”) shall become a the Commitment of each such Increasing Bank for all purposes and to the same extent as if originally a party hereto and shall be bound increased or each such Assuming Bank, as applicable, shall undertake a Commitment, duly executed by such Increasing Bank or Assuming Bank, as the case may be, and entitled the Company and acknowledged by the Administrative Agent. Upon the Administrative Agent’s receipt of a fully executed agreement from each Increasing Bank and/or Assuming Bank referred to in clause (B) above, together with the benefits certificate referred to in clause (A) above, the Administrative Agent shall give prompt notice of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant the relevant Commitment Increase to funding procedures then agreed to by the Company and the Agent Banks (including as including, if applicable, each Assuming Bank). On each Commitment Increase Date the Borrowers shall simultaneously (i) prepay in full the outstanding Syndicated Loans (if any) held by the Banks immediately prior to giving effect to the initial interest applicable to relevant Commitment Increase, (ii) if the Borrowers shall have so requested in accordance with this Agreement, borrow new Syndicated Loans from all Banks (including, if applicable, any Assuming Bank) such Loans)that, and payments of principalafter giving effect thereto, interest and fees under this Agreement shall be made the Syndicated Loans are held ratably by the Company to give Banks in accordance with their respective Commitments (after giving effect to such procedures Commitment Increase) and the timing of such increased Commitments. Payments (iii) pay to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionamounts, if any, payable under Section 5.05.

Increase of Commitments. (a) The Company Upon at least 15 days prior notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, subject to the terms and any one or more Banks (including New Banks) mayconditions set forth below, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or to increase the aggregate amount of their the Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) in multiples of $5,000,000; provided that the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, when added to the aggregate amount of increased all such prior increases in the Commitments obtained hereunder (including by way of creating new Commitments) on or after the Closing Effective Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall does not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion150,000,000. (b) Any additional banksuch increase in the Commitments hereunder shall apply, financial institution or other entity which, with at the consent option of the Company Borrower, (x) to the Commitment of one or more Lenders; provided that (i) the Administrative Agent and each Lender whose Commitment is to be increased shall consent to such increase, (ii) the amount set forth on Schedule 2.01 opposite the name of each Lender the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Lender, (iii) if any Revolving Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Revolving Loans in such amounts so that after giving effect thereto the Revolving Loans shall be outstanding on a pro rata basis (based on the Commitments of the Lenders after giving effect to the changes made pursuant to this Section 2.20 on such date) from all the Lenders and (iv) if any Letters of Credit are outstanding at the time of such an increase, the amount of the participations held by each Lender in each such Letter of Credit shall be adjusted so that, after giving effect to such adjustment, each Lender shall hold a participation in each such Letter of Credit in an amount equal to such Lender’s Applicable Percentage, calculated after giving effect to the increase in the Commitments pursuant to this Section 2.20, of the aggregate amount available to be drawn under such Letter of Credit or (y) to the creation of a new Commitment of an institution not then a Lender hereunder; provided that (i) such institution becomes a party to this Agreement as a Lender by execution and delivery to the Borrower and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits counterparts of this Agreement, (ii) Schedule 2.01 shall be amended to reflect the Commitment of such new Lender, (iii) if any Revolving Loans are outstanding at the time of the creation of such Commitment of such Lender, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Revolving Loans in such amounts so that after giving effect thereto the Revolving Loans shall be outstanding on a pro rata basis (based on the Commitments of the Lenders after giving effect to the changes made pursuant to this Section 2.20 on such date) from all the Lenders, (iv) if any Letters of Credit are outstanding at the time of the creation of such Commitment of such Lender, the amount of the participations held by each Lender in each such Letter of Credit shall be adjusted so that, after giving effect to such adjustment, each Lender shall hold a participation in each such Letter of Credit in an amount equal to such Lender’s Applicable Percentage, calculated after giving effect to the increase in the Commitments pursuant to this Section 2.20, of the aggregate amount available to be drawn under such Letter of Credit and (v) if such institution is not an Affiliate of a then existing Lender or an Approved Fund, such institution must be consented to by the Administrative Agent, the Issuing Bank and the Swingline Lender (each such consent not to be unreasonably withheld). (c) Initial Loans made under It is understood that any such increased increase in the amount of the Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as this Section 2.20 shall not constitute an amendment of this Agreement. This Section shall supersede any provisions in Section 2.16(b) to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectioncontrary.

Increase of Commitments. Subject to the approval of the Agent (a) The Company and any one which shall not be unreasonably withheld, delayed or, except with respect to the fees to be paid to Agent for arranging the increase, conditioned), the Borrower shall have the right to increase the aggregate amount of the Commitments either by designating an Eligible Assignee not theretofore a Lender to become a Lender and/or by agreeing with an existing Lender or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree Lenders that such Banks Lender’s Commitment (or such Lenders’ Commitments) shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying be increased; provided that (i) the amount Borrower shall provide prompt notice of such increase and to the Agent, who shall promptly notify the Lenders; (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased such increases in the Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), Section 2.14 shall not exceed $750,000,000 and 300,000,000 in the aggregate; (iiiii) without the consent of the Agent, each increase effected Borrower may not exercise its rights pursuant to this paragraph shall Section 2.14 more than four (4) times; and (iv) the Borrower may not exercise its rights under this Section 2.14 if there are less than six (6) full months to the Termination Date. Each such increase in the Commitments must be in a an aggregate minimum amount of at least $10,000,00025,000,000 and integral multiples of $1,000,000 in excess thereof. No Bank Lender shall have be required to increase its Commitment and any obligation new Lender(s) becoming a party to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute such requested increase must be an Eligible Assignee. As a New Bank supplement, substantially condition to any such increase in the form Commitment, the Borrower shall pay to the Agent such fees as it may require in connection with the arrangement of Exhibit J-1such increase, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the Lenders acquiring such increase such fees as they may require in connection therewith, which fees shall, when paid, be fully earned and non-refundable under any circumstances. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the effective date on which it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender), as such date shall be selected by the Agent and the Borrower, and as a condition thereto, purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans and participations in Swingline Loans and Letters of Credit, by making available to the Agent for the account of such other Lenders at the Principal Office, in same extent day funds, an amount equal to the sum of (a) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (b) the aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.3(j) which have not been repaid, and the Borrower shall pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if originally any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by or on behalf of the Borrower or any other Obligor in any Loan Document is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date and except for changes in factual circumstances specifically and expressly permitted hereunder). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and agreements as the Agent may reasonably request and (including as to B) the initial interest applicable to such Loans)Borrower shall make appropriate arrangements so that each new Lender, and payments of principalany existing Lender increasing its Commitment, interest and fees under this Agreement shall be made by receives a new or replacement Revolving Note, as appropriate, in the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to Lender’s Commitment contemporaneously with the Banks in respect effectiveness of the Loans will be made to give effect to applicable increase in the allocations or reallocations described in this subsectionaggregate amount of Commitments.

Increase of Commitments. Provided there exists no Default or Event of Default, the Borrowers may request an increase in the amount of the aggregate Tranche A Commitment Amounts and the aggregate Tranche B Commitment Amounts by offering to the Banks or to other prospective Banks that can make the representation and warranty contained in Section 8.12 acceptable to the Administrative Agent (a“Prospective Banks”) the opportunity to increase their Commitments or to extend Commitments hereunder; provided, however, the Borrower shall not request an increase that would cause the aggregate Commitment Amounts after giving effect to such increase to exceed $2,600,000,000; and provided further, for the avoidance of doubt, after giving effect to said increase, that each Bank shall have the same Commitment Percentage of the aggregate Tranche A Commitment Amounts and the aggregate Tranche B Commitment Amounts. Any such request shall be sent to the Banks, the Prospective Banks and the Administrative Agent and shall (A) refer to this Agreement, (B) specify (i) the aggregate amount of the increase that is sought and (ii) the name of each Bank and Prospective Bank to which the opportunity to increase or extend a Commitment is to be offered and the amount of such offer, and (C) request that Banks wishing to increase their Commitments and Prospective Banks wishing to extend new Commitments notify the Administrative Agent within 14 days of the date of the Borrower’s request. For the avoidance of doubt, no Bank shall be required to increase its Commitment. The Company increase in the Commitment of each Bank that agrees to increase such Commitment under this Section 2.18 shall be effective three (3) Business Days (or such other date as is acceptable to the Borrower and the Administrative Agent) after the fourteenth day following the date of the Borrower’s request without any one further action by the Banks or more any amendment to the agreement. Upon the effectiveness of any increase in a Bank’s Commitment, (i) Schedule 1 shall be deemed to have been amended to reflect the increase in such Bank’s Commitment and (ii) if any Loans are outstanding under this Agreement, such Bank shall promptly make available to the Administrative Agent at the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Bank’s increase in Commitment Percentage of such Loans, for further distribution to the other Banks according to their Commitment Percentages. Each Prospective Bank that accepts the Borrower’s offer to extend a Commitment shall become a party to this Agreement on such date or dates as may be mutually satisfactory to such Prospective Bank, the Borrower and the Administrative Agent, subject to the Administrative Agent’s receipt of a duly completed and executed Accession Agreement in the form of Exhibit H hereto. Upon the effectiveness of any Accession Agreement to which any Prospective Bank is a party, (including New Banksi) maysuch Prospective Bank shall be entitled to all rights, benefits and privileges accorded a Bank hereunder; (ii) Schedule 1 shall be deemed to have been amended to reflect the Commitment of the additional Bank as provided in the Accession Agreement; and (iii) if any Loans are outstanding under this Agreement, the Prospective Bank shall promptly make available to the Administrative Agent at any the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Prospective Bank’s Commitment Percentage of such Loans, for further distribution to the Banks according to their Commitment Percentages. Notwithstanding the foregoing, no increase in a Bank’s Commitment and no accession of a Prospective Bank shall become effective until such time when as the Administrative Agent shall have received (1) evidence in form and substance satisfactory to the Administrative Agent that each Borrower has taken all necessary corporate, trust or limited liability company action to approve such increase in the aggregate Commitment Amounts, (2) a written opinion of the Borrower’s legal counsel, addressed to the Administrative Agent and the Banks and in form and substance satisfactory to the Administrative Agent (3) a certificate from the Borrowers certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in this Agreement are true and correct on and as of the date of such effectiveness, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and (B) no Default or Event of Default has occurred exists. The Administrative Agent shall give prompt notice to such Bank of (A) any increase in any Bank’s Commitment and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (iB) the amount Commitment of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoingany additional Bank, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, in each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” case under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this AgreementSection 2.18. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) mayWith the prior consent of the Agent, the Borrower shall have the right at any time when no Default or Event and from time to time during the term of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase this Agreement to request increases in the aggregate amount of their the Commitments by executing and delivering (provided that after giving effect to any increases in the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required BanksCommitments pursuant to this Section, the aggregate amount of increased the Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall may not exceed $750,000,000 and (ii400,000,000) without the consent of by providing written notice to the Agent, each increase effected pursuant to this paragraph which notice shall be irrevocable once given. Each such increase in a the Commitments must be in an aggregate minimum amount of at least $10,000,00010,000,000 and integral multiples of $5,000,000 in excess thereof. No Bank Lender shall have be required to increase its Commitment and any obligation new Lender becoming a party to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall execute on the date it becomes a New Bank supplementLender hereunder (or increases its Commitment, substantially in the form case of Exhibit J-1, whereupon such bank, financial institution or an existing Lender) (and as a condition thereto) purchase from the other entity Lenders its Commitment Percentage (a “New Bank”) shall become a Bank for all purposes and as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same extent day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if originally any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date and except for changes in factual circumstances not prohibited under the Loan Documents). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and shall be bound by agreements as the Agent may reasonably request and entitled to (b) the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to Borrower shall, if requested by the Company and the Agent (including as to the initial interest applicable to such Loans)affected Lender, make appropriate arrangements so that each new Lender, and payments of principalany existing Lender increasing its Commitment, interest and fees under this Agreement shall be made by receives a new or replacement Note, as appropriate, in the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to the Banks in respect Lender’s Commitment within 2 Business Days of the Loans will be made to give effect to effectiveness of the allocations or reallocations described applicable increase in this subsectionthe aggregate amount of Commitments.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, Borrower shall have the right at any time when and from time to time during the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $650,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $15,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default has occurred shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is continuing, agree a party shall be true or correct on the effective date of such increase except to the extent that such Banks representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall makehave been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, obtain or increase and (z) the amount Administrative Agent shall have received each of their Commitments by executing the following, in form and delivering substance satisfactory to the Agent an Increased Commitment Notice specifying Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such increase and (ii) Lender’s Commitment at the time of the effectiveness of the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, increase in the aggregate amount of increased the Commitments. In connection with any increase in the aggregate amount of the Commitments obtained after the Closing Date pursuant to this paragraph, together with Section 2.14. any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to agreements as the benefits of this AgreementAdministrative Agent may reasonably request. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. (a) The Company and any one With the prior consent of the Agent, such consent not to be unreasonably withheld, conditioned or more Banks (including New Banks) maydelayed, the Borrower shall have the right at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase from time to time to request increases in the aggregate amount of their the Commitments by executing and delivering (provided that after giving effect to any increases in the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required BanksCommitments pursuant to this Section, the aggregate amount of increased the Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall may not exceed $750,000,000 and (ii800,000,000) without the consent of by providing written notice to the Agent, each increase effected pursuant to this paragraph which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than 4 requests for increases in a the aggregate amount of the Commitments during the term of this Agreement. Each such increase in the Commitments must be in an aggregate minimum amount of at least $10,000,00025,000,000 and integral multiples of $5,000,000 in excess thereof. No Bank Lender shall have be required to increase its Commitment and any obligation new Lender becoming a party to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall execute on the date it becomes a New Bank supplementLender hereunder (or increases its Commitment, substantially in the form case of Exhibit J-1an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, whereupon such bankincrease the amount of its Commitment Percentage), financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and in each case, as determined after giving effect to the increase of Commitments, of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same extent day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if originally any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase and after giving effect thereto (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and agreements as the Agent may reasonably request and (including as to b) the initial interest applicable to such Loans)Borrower shall make appropriate arrangements so that each new Lender, and payments of principalany existing Lender increasing its Commitment, interest and fees under this Agreement shall be made by receives a new or replacement Note, as appropriate, in the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to the Banks in respect Lender’s Commitment within 5 Business Days of the Loans will be made to give effect to effectiveness of the allocations or reallocations described applicable increase in this subsectionthe aggregate amount of Commitments.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, Borrower shall have the right at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase from time to time to request increases in the aggregate amount of their the Commitments by executing and delivering (provided that after giving effect to any increases in the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required BanksCommitments pursuant to this Section, the aggregate amount of increased the Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall may not exceed $750,000,000 and (ii1,000,000,000) without the consent of by providing written notice to the Agent, each increase effected pursuant to this paragraph which notice shall be irrevocable once given. Each such increase in a the Commitments must be in an aggregate minimum amount of at least $10,000,00050,000,000. No Bank Lender shall have be required to increase its Commitment. Any new Lender becoming a party to this Agreement in connection with any obligation to participate in any such requested increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bankmust be an Eligible Assignee, financial institution and, if such new Lender is an Affiliate of a Lender or other entity whichan Approved Fund, with also must be approved by the consent of the Company Agent and the Agent Swingline Lender (which consents shall not to be unreasonably withheld or delayed). If a new Lender becomes a party to this Agreement, elects or if any existing Lender agrees to become increase its Commitment, such Lender shall on the date it becomes a “Bank” Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, the increase in the amount of its Commitment Percentage, in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Agreement Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date and except for changes in factual circumstances not prohibited under the Loan Documents). In connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially increase in the form aggregate amount of Exhibit J-1the Commitments pursuant to this Section, whereupon such bankthe Agent, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally any Lender becoming a party hereto (or increasing its Commitment) and the Borrower shall be bound by execute such documents and entitled to agreements (in the benefits case of this Agreement. (cthe Borrower, including resolutions) Initial Loans made under any as the Agent may reasonably request, and such increased increase in the Commitments shall be made pursuant to funding procedures then agreed to by become effective without the Company and the Agent (including as to the initial interest applicable to such Loans), and payments consent of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionany other Lender.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, Borrower shall have the right at any time when and from time to time during the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $2,000,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $15,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default has occurred shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is continuing, agree a party shall be true or correct on the effective date of such increase except to the extent that such Banks representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall makehave been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, obtain or increase and (z) the amount Administrative Agent shall have received each of their Commitments by executing the following, in form and delivering substance satisfactory to the Agent an Increased Commitment Notice specifying Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each existing Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and such Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such increase and (ii) ▇▇▇▇▇▇’s Commitment at the time of the effectiveness of the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, increase in the aggregate amount of increased the Commitments. In connection with any increase in the aggregate amount of the Commitments obtained after the Closing Date pursuant to this paragraph, together with Section 2.14. any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to agreements as the benefits of this AgreementAdministrative Agent may reasonably request. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. (a) The Company Borrower shall have the right with the consent of the Administrative Agent and any one the Syndication Agent, to request in writing, from time to time (but not more than twice), that the aggregate amount of the Commitments then in effect be increased effective upon a specific date (the "Increase Effective Date") set forth in such request (the "Increase Request") upon the same terms and conditions as set forth herein, provided that no such increase shall be permitted if, after giving effect thereto the total aggregate Commitments would exceed $2,500,000,000. Any such increase shall be in incremental aggregate amounts of not less than the lesser of (i) $10,000,000 or more Banks (including New Banksii) may, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase $2,500,000,000 minus the amount of the total aggregate Commitments then in effect (the "Requested Amount") and shall increase permanently the amount of the total aggregate Commitments then in effect (subject to the Borrower's right to terminate or reduce the amount of the Commitments pursuant to Section 2.5). (b) If on the date (the "Increase Response Date") specified in any Increase Request any Lenders or any new lenders selected by the Borrower with the consent of the Administrative Agent and the Syndication Agent (such consent not to be unreasonably withheld) elect in their sole discretion, to increase their Commitments (each an "Increasing Lender") by executing and delivering an aggregate amount equal to the Requested Amount, then, subject to the provisions of this Section 2.19, on the Increase Effective Date therefor, the Commitments of such Increasing Lenders, and correspondingly, the total aggregate Commitments, shall be increased accordingly. (c) Each increase in the Commitment of an Increasing Lender (including any new lender) shall be evidenced by a written instrument executed by such Increasing Lender, the Borrower and the Administrative Agent, and shall take effect on the related Increase Effective Date. (d) Upon the request to the Administrative Agent an Increased by any Increasing Lender, the Borrower shall deliver to each such Increasing Lender, in exchange for the Note held by such Increasing Lender, a new Note, in the principal amount of such Increasing Lender's Commitment Notice specifying after giving effect to the adjustments made pursuant to this Section 2.19. (e) If any Lender or group of Lenders shall have elected to increase their Commitments as provided in this Section 2.19, then as of the related Increase Effective Date (i) the amount Commitments of such increase each Increasing Lender shall take effect and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent Commitments of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), Lenders which are not Increasing Lenders shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretionremain constant. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. Provided there exists no Default or Event of Default, the Borrowers may request an increase in the amount of the aggregate Tranche A Commitment Amounts and the aggregate Tranche B Commitment Amounts by offering to the Banks or to other prospective Banks that can make the representation and warranty contained in Section 8.12 acceptable to the Administrative Agent (a“Prospective Banks”) the opportunity to increase their Commitments or to extend Commitments hereunder; provided, however, the Borrower shall not request an increase that would cause the aggregate Commitment Amounts after giving effect to such increase to exceed $1,350,000,000; and provided further, for the avoidance of doubt, after giving effect to said increase, that each Bank shall have the same Commitment Percentage of the aggregate Tranche A Commitment Amounts and the aggregate Tranche B Commitment Amounts. Any such request shall be sent to the Banks, the Prospective Banks and the Administrative Agent and shall (A) refer to this Agreement, (B) specify (i) the aggregate amount of the increase that is sought and (ii) the name of each Bank and Prospective Bank to which the opportunity to increase or extend a Commitment is to be offered and the amount of such offer, and (C) request that Banks wishing to increase their Commitments and Prospective Banks wishing to extend new Commitments notify the Administrative Agent within 14 days of the date of the Borrower’s request. For the avoidance of doubt, no Bank shall be required to increase its Commitment. The Company increase in the Commitment of each Bank that agrees to increase such Commitment under this Section 2.18 shall be effective three (3) Business Days (or such other date as is acceptable to the Borrower and the Administrative Agent) after the fourteenth day following the date of the Borrower’s request without any one further action by the Banks or more any amendment to the agreement. Upon the effectiveness of any increase in a Bank’s Commitment, (i) Schedule 1 shall be deemed to have been amended to reflect the increase in such Bank’s Commitment and (ii) if any Loans are outstanding under this Agreement, such Bank shall promptly make available to the Administrative Agent at the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Bank’s increase in Commitment Percentage of such Loans, for further distribution to the other Banks according to their Commitment Percentages. Each Prospective Bank that accepts the Borrower’s offer to extend a Commitment shall become a party to this Agreement on such date or dates as may be mutually satisfactory to such Prospective Bank, the Borrower and the Administrative Agent, subject to the Administrative Agent’s receipt of a duly completed and executed Accession Agreement in the form of Exhibit H hereto. Upon the effectiveness of any Accession Agreement to which any Prospective Bank is a party, (including New Banksi) maysuch Prospective Bank shall be entitled to all rights, benefits and privileges accorded a Bank hereunder; (ii) Schedule 1 shall be deemed to have been amended to reflect the Commitment of the additional Bank as provided in the Accession Agreement; and (iii) if any Loans are outstanding under this Agreement, the Prospective Bank shall promptly make available to the Administrative Agent at any the office of the Administrative Agent specified in Section 2.3(b) a sum in immediately available funds equal to such Prospective Bank’s Commitment Percentage of such Loans, for further distribution to the Banks according to their Commitment Percentages. Notwithstanding the foregoing, no increase in a Bank’s Commitment and no accession of a Prospective Bank shall become effective until such time when as the Administrative Agent shall have received (1) evidence in form and substance satisfactory to the Administrative Agent that each Borrower has taken all necessary corporate, trust or limited liability company action to approve such increase in the aggregate Commitment Amounts, (2) a written opinion of the Borrower’s legal counsel, addressed to the Administrative Agent and the Banks and in form and substance satisfactory to the Administrative Agent (3) a certificate from the Borrowers certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in this Agreement are true and correct on and as of the date of such effectiveness, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date and (B) no Default or Event of Default has occurred exists. The Administrative Agent shall give prompt notice to such Bank of (A) any increase in any Bank’s Commitment and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (iB) the amount Commitment of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoingany additional Bank, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, in each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” case under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this AgreementSection 2.18. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. (a) The Company Upon at least 15 days' prior notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, subject to the terms and any one or more Banks (including New Banks) mayconditions set forth below, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or to increase the aggregate amount of their the Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) in multiples of $5,000,000; provided that the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, when added to the aggregate amount of increased all such prior increases in the Commitments obtained hereunder (including by way of creating new Commitments), on or after the Closing Date pursuant to this paragraphEffective Date, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall does not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion250,000,000. (b) Any additional banksuch increase in the Commitments hereunder shall apply, financial institution or other entity which, with at the consent option of the Company Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent and each Bank whose Commitment is to be increased shall consent to such increase, (ii) the amount set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent. (c) Initial Loans made under It is understood that any such increased increase in the amount of the Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments this Section 2.17 shall not constitute an amendment of principal, interest and fees under this Agreement shall be made by or the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionNotes.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase With the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the prior consent of the Required BanksAgent, the Borrower shall have the right to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increased the Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall may not exceed $750,000,000 and (ii500,000,000) without the consent of by providing written notice to the Agent, each increase effected pursuant to this paragraph which notice shall be irrevocable once given. Each such increase in a the Commitments must be in an aggregate minimum amount of at least $10,000,00020,000,000 and integral multiples of $5,000,000 in excess thereof. No Bank Lender shall have be required to increase its Commitment and any obligation new Lender becoming a party to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall execute on the date it becomes a New Bank supplementLender hereunder (or increases its Commitment, substantially in the form case of Exhibit J-1an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or the increase in its Commitment Percentage, whereupon such bank, financial institution or other entity in the case of an existing Lender) (a “New Bank”) shall become a Bank for all purposes and as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same extent day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if originally any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in any material respect on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and agreements as the Agent may reasonably request and (including as to b) the initial interest applicable to such Loans)Borrower shall make appropriate arrangements so that each new Lender, and payments of principalany existing Lender increasing its Commitment, interest and fees under this Agreement shall be made by receives a new or replacement Note, as appropriate, in the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to the Banks in respect Lender’s Commitment within 2 Business Days of the Loans will be made to give effect to effectiveness of the allocations or reallocations described applicable increase in this subsectionthe aggregate amount of Commitments.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) Borrower may, at any from time when no Default or Event of Default has occurred and is continuingto time, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering notice to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoingAdministrative Agent, (i) without the consent of the Required Banks, request that the aggregate Commitments be increased by an amount of increased that will not result in the aggregate Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility exceeding $325,000,000475,000,000; provided that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to in aggregate Commitments under this paragraph Section shall be in a minimum amount of at least $10,000,00025,000,000. No Bank Each such notice shall set forth the requested amount of the increase in the Commitments and the date on which such increase is to become effective. The Borrower shall have the right, but not the obligation, to arrange for one or more commercial banks or other financial institutions (any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, such bank or other financial institution being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or other entity whichincrease their existing Commitments in an aggregate amount up to, with but not greater than, the consent requested increase, provided that each Augmenting Lender, if not already a Lender hereunder (i) shall extend a new Commitment of not less than $5,000,000, (ii) shall execute all such documentation as the Company Administrative Agent shall reasonably specify to evidence its status as a Lender hereunder and (iii) shall be consented to by the Administrative Agent (which consents consent shall not be unreasonably withheld or delayed). Such increases and such new Commitments shall become effective on the date agreed to by the Borrower, elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplementthe Augmenting Lenders and the Administrative Agent. Notwithstanding the foregoing, substantially no increase in the form aggregate Commitments (or in the Commitment of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”any Lender) shall become a Bank for all purposes and to effective under this paragraph unless, on the same extent as if originally a party hereto and date of such increase, the conditions set forth in Section 4.02 shall be bound satisfied (with all references in such paragraphs to a Loan being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by and entitled to an Executive Officer of the benefits of this AgreementBorrower. Notwithstanding anything else in the foregoing, no Lender shall become an Augmenting Lender without such Lender’s consent. (cb) Initial Upon the effectiveness of any increase pursuant to this Section 2.18 of the aggregate Commitments and any resulting adjustment in the Applicable Percentages, the Lenders and the Augmenting Lenders will purchase from each other and sell to each other outstanding Loans made under any such increased Commitments sufficient to cause the outstanding Loans of each Lender and Augmenting Lender to equal its Applicable Percentage (as so adjusted) of the aggregate outstanding Revolving Loans. Such purchase and sale shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement Section 9.04 except that no minimum amount shall be made by required, no processing fee shall be charged and, if any Lender shall suffer a loss or incur an expense as a result of the Company to give effect to such procedures and the timing effectiveness of such increased Commitmentspurchase or sale being during an Interest Period, the Borrower shall reimburse such Lender the amount of such loss or expense. Payments Each such Lender shall furnish the Borrower with a certificate setting forth, in reasonable detail, the basis for determining the amount to the Banks in respect of the Loans will be made paid to give effect to the allocations or reallocations described in this subsectionit hereunder.

Increase of Commitments. (a) The Company and any one or more Banks HCLP shall have the right to increase the Commitments from time to time pursuant to this Section 2.3 (including New Bankssubject to the restrictions of subsection 2.3(d) may, at any time when below) as long as no Default or Event of Default has occurred and is continuing, agree . In the event that such Banks shall make, obtain or HCLP wishes to increase the amount aggregate Commitments at any time, it shall notify the Administrative Agent in writing of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount (the “Offered Increase Amount”) of such proposed increase and (ii) the applicable Increased such notice, a “Commitment Closing Date. Notwithstanding the foregoingIncrease Notice”); provided, (i) without the consent of the Required Banks, that the aggregate amount of increased any such increase in Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation HCLP may, at its election, (i) offer one or more of the Lenders the opportunity to participate in any increase described all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), offer one or more additional banks, financial institutions or other entities the opportunity to participate in this all or a portion of the Offered Increase Amount pursuant to paragraph unless it agrees (b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities HCLP desires to do so participate in its sole discretionsuch Commitment increase. HCLP or, if requested by HCLP, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) Any additional bank, financial institution or other entity which, with which HCLP selects to offer participation in the consent of the Company increased Commitments and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under party to this Agreement and provide a Commitment in connection with any transaction described in an amount so offered and accepted by it pursuant to subsection 2.21(a2.3(a)(ii) shall execute a New Bank supplement, substantially Lender Supplement (in the form of Exhibit J-1specified by the Administrative Agent, each a “New Lender Supplement”) with HCLP and the Administrative Agent, whereupon such bank, financial institution or other entity (herein called a “New BankLender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1A shall be deemed to be amended to add the name and Commitment of such New Lender, provided that the Commitment of any such new Lender shall be in an amount not less than $5,000,000, provided further that on the effective date of such New Lender Supplement, there shall be no outstanding Eurodollar Loans hereunder or, if any Eurodollar Loans would be outstanding on the effective date of any such New Lender Supplement, HCLP shall either (x) convert such Eurodollar Loans to ABR Loans, or (y) prepay, in accordance with the provisions of Section 3.4, such Eurodollar Loans immediately prior to such New Lender Supplement becoming effective (subject, in either case, to the payment provisions hereof). (c) Initial Loans made under any Any Lender which accepts an offer to it by HCLP to increase its Commitment pursuant to subsection 2.3(a)(ii) shall, in each case, execute a Commitment Increase Supplement (in the form specified by the Administrative Agent, each a “Commitment Increase Supplement”) with HCLP and the Administrative Agent whereupon such increased Commitments Lender shall be made bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.1A shall be deemed to be amended to so increase the Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.3 (i) in no event shall any transaction effected pursuant to funding procedures then agreed this Section 2.3 cause the aggregate Commitments hereunder to by the Company exceed $375,000,000 and the Agent (including as ii) no Lender shall have any obligation to the initial interest applicable increase its Commitment unless it agrees to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks do so in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionits sole discretion.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5364-Year Day Revolving Facility (or any facility that replaces or refinances the 5364-Year Day Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and Company, the Agent and each Issuing Bank (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. On each Increased Commitment Closing Date, participating interests in Letters of Credit shall be adjusted as directed by the Agent to reflect the then respective Commitment Percentages of the Banks. Payments to the Banks in respect of the Loans and Letters of Credit will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. The Borrower shall have the right at any time and from time to time from the Closing Date through and including the Termination Date to request increases in the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $100,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans and 2.05 (a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Company Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lenders to become a party to this Agreement. All such allocations shall be in the Agent’s sole discretion but not in an amount in excess of each such Lender’s increased Commitment. If a new Lender becomes a party to this Agreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any one or more Banks outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (including New BanksA) maythe portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, at if any, to such Lenders under Section 2.14 as a result of the prepayment of any time when such Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (i) no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase exist and (ii) the applicable Increased Commitment Closing Date. Notwithstanding representations and warranties made or deemed made by the foregoingBorrower in the Loan Documents, (i) without the consent shall be true and correct in all material respects on and as of the Required Banks, date of such extension with the aggregate amount same force and effect as if made on and as of increased such date except to the extent that such representations and warranties expressly relate solely 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 except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the Commitments obtained after the Closing Date pursuant to this paragraphSection, together with (a) any increase of commitments under Lender becoming a party hereto shall execute such documents and agreements as the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 Agent may reasonably request and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bankthe Borrower shall make appropriate arrangements so that each new Lender, financial institution and any existing Lender increasing its Commitment, receives a new or other entity whichreplacement Note, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed)as appropriate, elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to the Banks in respect Lender’s Commitment within five Business Days of the Loans will be made to give effect to the allocations or reallocations described in this subsectionsuch Lender’s request therefor.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) maySubject to the conditions set forth in Section 2.06(b), at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or the Borrower may increase the amount Total Commitment then in effect by increasing the Commitment of their Commitments a Lender or by executing and delivering causing a Person that is acceptable to the Administrative Agent that at such time is not a Lender to become a Lender (any such Person that is not at such time a Lender and becomes a Lender, an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility“Additional Lender”), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any increase in the Total Commitment shall be subject to the following additional bankconditions: (i) such increase shall not be less than $25,000,000 unless the Administrative Agent otherwise consents; (ii) no Default shall have occurred and be continuing on the effective date of such increase or would result therefrom; (iii) no Lender’s Commitment may be increased without the consent of such Lender; (iv) The representations and warranties of the Borrower and the Guarantors set forth in this Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the date of such increase, financial institution except (x) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date of such increase, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (y) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects; (v) the maturity date of such increase shall be no earlier than the Maturity Date; (vi) the Weighted Average Life to Maturity of such increase shall be no shorter than the remaining Weighted Average Life to Maturity of the existing Loans; (vii) subject to the restrictions set forth in Sections 2.06(b)(v) and 2.06(b)(vi), the amortization schedule for such increase shall be determined by the Borrower and Lenders and Additional Lenders participating in such increase; (viii) except as otherwise required or permitted by this Section 2.06(b)(viii), the increase shall be on the exact same terms and pursuant to the exact same documentation applicable to this Agreement (other than with respect to any arrangement, structuring, upfront or other entity whichfees or discounts payable in connection with such increase); provided, that, (x) subject to the following clause (y), the All-in Yield of such increase may exceed the All-in Yield applicable at such time under this Agreement by no greater than fifty (50) basis points and (y) in the event the All-in Yield of such increase exceeds the All-in Yield applicable at such time under this Agreement by greater than fifty (50) basis points, the All-in Yield applicable at such time under this Agreement shall be increased in an amount equal to such excess; (ix) the Borrower is in pro forma compliance with the Financial Covenants (calculated in a manner reasonably acceptable to the Administrative Agent) whether or not a Term Loan Exclusive Period is in effect at such time and (x) during a Borrowing Base Period, no Borrowing Base Deficiency shall exist after giving effect to the increase (provided that, for the avoidance of doubt, the Borrower may elect to redetermine the Borrowing Base in accordance with Section 2.07(b)(iii) of the Revolving Credit Agreement as in effect on the date hereof for purposes of satisfying the condition set forth in this Section 2.06(b)(ix)) and (y) during an Investment Grade Period or during any Term Loan Exclusive Period, the Asset Coverage Ratio shall not be less than 2.0 to 1.0 after giving pro forma effect to the increase; (x) if the Borrower elects to increase the Total Commitment by increasing the Commitment of a Lender, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H (a “Commitment Increase Certificate”); and (xi) if the Borrower elects to increase the Total Commitment by causing an Additional Lender to become a party to this Agreement, then the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit I (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500 (provided that the Administrative Agent may, in its discretion, elect to waive such processing and recordation fee in connection with any such increase), and the Borrower shall (1) if requested by the Additional Lender, deliver a Note payable to such Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed and (2) pay any applicable fees as may have been agreed to between the Borrower and the Additional Lender, and, to the extent applicable and agreed to by the Borrower, the Administrative Agent. (c) the Borrower may seek Commitments, in its sole discretion, from either existing Lenders or, with the consent of the Company and the Administrative Agent (which consents shall such consent not to be unreasonably withheld or delayed), elects from additional banks, financial institutions or other institutional lenders or investors who will become Lenders hereunder; (d) subject to become acceptance and recording thereof pursuant to Section 2.06(e), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid any compensation required by Section 5.02): (A) the amount of the Total Commitment shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall be a “Bank” party to this Agreement and have the rights and obligations of a Lender under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in and the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this AgreementLoan Documents. (ce) Initial Loans made under any upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Borrower and the Lender or by the Borrower and the Additional Lender party thereto, as applicable, the Administrative Questionnaire referred to in Section 2.06(b)(xi) and the break-funding payments from the Borrower, if any, required by Section 5.02, if applicable, the Administrative Agent shall accept such increased Commitments Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the Total Commitment shall be made effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.06(e). (f) upon any increase in the Total Commitment pursuant to funding procedures then agreed to by the Company and the Agent this Section 2.06, (including as A) each Lender’s Commitment shall be automatically deemed amended to the initial interest applicable extent necessary so that each such Lender’s Applicable Percentage equals the percentage of the Total Commitment represented by such Lender’s Commitment, in each case after giving effect to such Loans)increase, and payments of principal, interest and fees under (B) Annex I to this Agreement shall be made by deemed amended to reflect the Company to give effect to such procedures and Commitment of each Lender (including any Additional Lender) as thereby increased, any changes in the timing of such increased Commitments. Payments Lenders’ Commitments pursuant to the Banks foregoing clause (A), and any resulting changes in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionLenders’ Applicable Percentages.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, Borrower shall have the right at any time when and from time to time during the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $500,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $15,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default has occurred shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is continuing, agree a party shall be true or correct on the effective date of such increase except to the extent that such Banks representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall makehave been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, obtain or increase and (z) the amount Administrative Agent shall have received each of their Commitments by executing the following, in form and delivering substance satisfactory to the Agent an Increased Commitment Notice specifying Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such increase and (ii) Lender’s Commitment at the time of the effectiveness of the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, increase in the aggregate amount of increased the Commitments. In connection with any increase in the aggregate amount of the Commitments obtained after the Closing Date pursuant to this paragraph, together with Section 2.14. any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to agreements as the benefits of this AgreementAdministrative Agent may reasonably request. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering Subject to the Agent an Increased Commitment Notice specifying (i) the amount approval of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects the Borrowers shall have the right to become request an increase in the aggregate amount of the Commitments (provided that there shall be no more than two such increases in the Commitments and the aggregate amount of such increases in the Commitments pursuant to this Section shall not exceed $48,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent shall promptly notify each Lender of such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Lender's Commitment Percentage shall not be decreased as a “Bank” under result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the Agent. Each Lender shall notify the Agent within ten (10) Business Days after receipt of the Agent's notice whether such Lender wishes to increase the amount of its Commitment. If a Lender fails to deliver any such notice to the Agent within such time period, then such Lender shall be deemed to have declined to increase its Commitment. No Lender shall be required to increase its Commitment and any new Lender(s) becoming a party to this Agreement in connection with any transaction described in subsection 2.21(a) such requested increase must be an Eligible Assignee. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall execute on the date it becomes a New Bank supplementLender hereunder (or increases its Commitment, substantially in the form case of Exhibit J-1, whereupon such bank, financial institution or an existing Lender) (and as a condition thereto) purchase from the other entity Lenders its Commitment Percentage (a “New Bank”) shall become a Bank for all purposes and as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same extent day funds, an amount equal to the sum of (a) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (b) the aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.4(j) which have not been repaid, and the Borrowers shall pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrowers shall also pay to the Lenders amounts payable, if originally any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrowers or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date and except for changes in factual circumstances or transactions, in either event not prohibited hereunder). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (B) the Borrowers shall be bound by make appropriate arrangements so that each new Lender, and entitled any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender's Commitment and a Competitive Advance Note within two (2) Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. The Borrowers shall also execute and deliver to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant other Lenders replacement Competitive Advance Notes increasing the principal face amount thereof to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect 50% of the Loans will be made to give effect to the allocations or reallocations described in this subsectionnew Total Commitment.

Increase of Commitments. (a) The Company Borrower may from time to time after the Effective Date, by written notice to the Administrative Agent (which shall be provided four Business Days prior to the Increase Effective Date), executed by the Borrower and any one or more Banks financial institutions (including New Banks) mayany such financial institution referred to in this Section being called an “Increasing Lender”), at which may include any time when no Default Lender (acting in its sole discretion), cause new Commitments to be extended by the Increasing Lenders or Event cause the existing Commitments of Default has occurred and is continuing, agree that the Increasing Lenders to be increased (any such Banks shall make, obtain extension or increase the being called a “Commitment Increase”), in an amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying set forth in such notice; provided, that (i) the aggregate amount of the Commitment Increases becoming effective on any single date shall be at least $25,000,000 (or such increase and lesser amount consented to by the Administrative Agent), (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, at no time shall the aggregate amount of increased Commitments obtained after Commitments, giving effect to the Closing Date Commitment Increases effected pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and 1,250,000,000, (iiiii) without each Increasing Lender, if not already a Lender hereunder, (A) shall be subject to the consent approval of the Agent, Administrative Agent and each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Issuing Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents approval shall not be unreasonably withheld or delayed), elects to (B) shall complete an Administrative Questionnaire and (C) shall become a party hereto by completing and delivering to the Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Bank” under Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and shall be subject to all obligations of, a Lender hereunder and (y) Schedule 2.01 shall be deemed to have been amended to reflect the Commitments of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any Commitment Increase with respect to a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. For the avoidance of doubt, no Lender may be made an Increasing Lender without its consent. (b) On the Increase Effective Date, which shall not be less than 30 days prior to the Maturity Date, (i) the aggregate principal amount of the Loans outstanding immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date (the “Initial Loans”) shall be deemed to be repaid, (ii) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types, in the currencies and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds and in the applicable currencies of the relevant Borrowings an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the Subsequent Borrowings and (B) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the amount of the Subsequent Borrowings, (v) each Increasing Lender and each other Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vi) the Borrower shall pay each Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. Notwithstanding the foregoing, the Administrative Agent may, in its discretion, implement other procedures (such as non-pro rata Borrowings while current Interest Periods are in effect) in order to minimize or eliminate LIBOR breakage costs in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreementincrease. (c) Initial Loans made Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under any this Section unless, on the date of such increased Commitments increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be made pursuant satisfied (with all references in such paragraphs to funding procedures then agreed a Borrowing being deemed to by the Company be references to such increase) and the Administrative Agent (including as shall have received, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a certificate to the initial interest applicable to that effect dated such Loans), date and payments executed by a Financial Officer of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectioneach Loan Party.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) mayWith the prior consent of the Agent, the Borrower shall have the right at any time when no Default or Event and from time to time from during the term of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase this Agreement to request up to 4 increases in the aggregate amount of their the Commitments by executing and delivering (provided that after giving effect to any increases in the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required BanksCommitments pursuant to this Section, the aggregate amount of increased the Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall may not exceed $750,000,000 and (ii500,000,000) without the consent of by providing written notice to the Agent, each increase effected pursuant to this paragraph which notice shall be irrevocable once given. Each such increase in a the Commitments must be in an aggregate minimum amount of at least $10,000,00025,000,000 and integral multiples of $5,000,000 in excess thereof. No Bank Lender shall have be required to increase its Commitment and any obligation new Lender becoming a party to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall execute on the date it becomes a New Bank supplementLender hereunder (or increases its Commitment, substantially in the form case of Exhibit J-1, whereupon such bank, financial institution or an existing Lender) (and as a condition thereto) purchase from the other entity Lenders its Commitment Percentage (a “New Bank”) shall become a Bank for all purposes and as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same extent day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if originally any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and agreements as the Agent may reasonably request and (including as to b) the initial interest applicable to such Loans)Borrower shall make appropriate arrangements so that each new Lender, and payments of principalany existing Lender increasing its Commitment, interest and fees under this Agreement shall be made by receives a new or replacement Note, as appropriate, in the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to the Banks in respect Lender’s Commitment within 2 Business Days of the Loans will be made to give effect to effectiveness of the allocations or reallocations described applicable increase in this subsectionthe aggregate amount of Commitments.

Increase of Commitments. (a) The Company and any one With the prior consent of the Agent, such consent not to be unreasonably withheld, conditioned or more Banks (including New Banks) maydelayed, the Borrower shall have the right at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or prior to the date one year prior to the Termination Date (without giving effect to any extension thereof pursuant to Section 2.9.) to request an increase in the aggregate amount of their the Commitments by executing and delivering (provided that after giving effect to any increases in the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required BanksCommitments pursuant to this Section, the aggregate amount of increased the Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall may not exceed $750,000,000 and (ii325,000,000) without the consent of by providing written notice to the Agent, each increase effected pursuant to this paragraph which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than two (2) requests for increases in a the aggregate amount of the Commitments during the term of this Agreement. Each such increase in the Commitments must be in an aggregate minimum amount of at least $10,000,00025,000,000 and integral multiples of $5,000,000 in excess thereof. No Bank Lender shall have be required to increase its Commitment and any obligation new Lender becoming a party to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall execute on the date it becomes a New Bank supplementLender hereunder (or increases its Commitment, substantially in the form case of Exhibit J-1an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, whereupon such bankincrease the amount of its Commitment Percentage), financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and in each case, as determined after giving effect to the increase of Commitments, of any outstanding Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same extent day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, if originally any, to such Lenders under Section 4.4. as a result of the prepayment of any such Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase and after giving effect thereto (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and agreements as the Agent may reasonably request and (including as to b) the initial interest applicable to such Loans)Borrower shall make appropriate arrangements so that each new Lender, and payments of principalany existing Lender increasing its Commitment, interest and fees under this Agreement shall be made by receives a new or replacement Note, as appropriate, in the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to the Banks in respect Lender’s Commitment within five (5) Business Days of the Loans will be made to give effect to effectiveness of the allocations or reallocations described applicable increase in this subsectionthe aggregate amount of Commitments.

Increase of Commitments. (a) The Company Borrower may from time to time after the Restatement Date, by written notice to the Administrative Agent (which shall be provided four Business Days prior to the Increase Effective Date), executed by the Borrower and any one or more Banks financial institutions (including New Banks) mayany such financial institution referred to in this Section being called an “Increasing Lender”), at which may include any time when no Default Lender (acting in its sole discretion), cause new Commitments to be extended by the Increasing Lenders or Event cause the existing Commitments of Default has occurred and is continuing, agree that the Increasing Lenders to be increased (any such Banks shall make, obtain extension or increase the being called a “Commitment Increase”), in an amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying set forth in such notice; provided, that (i) the aggregate amount of the Commitment Increases becoming effective on any single date shall be at least $25,000,000 (or such increase and lesser amount consented to by the Administrative Agent), (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, at no time shall the aggregate amount of increased Commitments obtained after Commitments, giving effect to the Closing Date Commitment Increases effected pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and 4,825,000,000, (iiiii) without each Increasing Lender, if not already a Lender hereunder, (A) shall be subject to the consent approval of the Agent, Administrative Agent and each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Issuing Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents approval shall not be unreasonably withheld or delayed), elects to (B) shall complete an Administrative Questionnaire and (C) shall become a party hereto by completing and delivering to the Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Bank” under Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and shall be subject to all obligations of, a Lender hereunder and (y) Schedule 2.01 shall be deemed to have been amended to reflect the Commitments of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any Commitment Increase with respect to a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. For the avoidance of doubt, no Lender may be made an Increasing Lender without its consent. (b) On the Increase Effective Date, which shall not be less than 30 days prior to the Maturity Date, (i) the aggregate principal amount of the Loans outstanding immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date (the “Initial Loans”) shall be deemed to be repaid, (ii) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types, in the currencies and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds and in the applicable currencies of the relevant Borrowings an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the Subsequent Borrowings and (B) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the amount of the Subsequent Borrowings, (v) each Increasing Lender and each other Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vi) the Borrower shall pay each Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each non-ABR Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. Notwithstanding the foregoing, the Administrative Agent may, in its discretion, implement other procedures (such as non-pro rata Borrowings while current Interest Periods are in effect) in order to minimize or eliminate breakage costs in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreementincrease. (c) Initial Loans made Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under any this Section unless, on the date of such increased Commitments increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be made pursuant satisfied (with all references in such paragraphs to funding procedures then agreed a Borrowing being deemed to by the Company be references to such increase) and the Administrative Agent (including as shall have received, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a certificate to the initial interest applicable to that effect dated such Loans), date and payments executed by a Financial Officer of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectioneach Loan Party.

Increase of Commitments. By written notice sent to the Administrative Agent (a) The Company and any one or more Banks (including New Banks) maywhich the Administrative Agent shall promptly distribute to the Lenders), the Borrower may at any time when no Default or Event and from time to time request an increase of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the aggregate amount of their the Commitments by executing and delivering an aggregate amount equal to the Agent an Increased Commitment Notice specifying any integral multiple of $5,000,000; provided that (i) the amount of such increase no Default shall have occurred and be continuing; (ii) the applicable Increased aggregate amount of the Commitments shall not have been reduced, nor shall the Borrower have given notice of any such reduction under Section 2.09; (iii) the total amount of all Commitments shall not be increased to an aggregate amount that would exceed $800,000,000; and (iv) the Commitment Closing Date. Notwithstanding the foregoing, (i) of a Lender shall not be increased without the consent of such Lender. If one or more of the Required BanksLenders is not increasing its Commitment, then, with notice to the Administrative Agent and the other Lenders, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (a “New Lender”), may commit to provide an amount equal to the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraphrequested increase that will not be provided by the existing Lenders (the “Increase Amount”); provided, together with any increase that the Commitment of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph New Lender shall be in a minimum amount of at least $10,000,0005,000,000. No Bank shall have any obligation Upon receipt of notice from the Administrative Agent to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company Lenders and the Borrower that the Lenders, or sufficient Lenders and New Lenders, have agreed to commit to an aggregate amount equal to the Increase Amount, then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Lenders willing to increase their respective Commitments and the New Lenders (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(aif any) shall execute a New Bank supplement, substantially and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit “C”. If all existing Lenders shall not have provided their pro rata portion of Exhibit J-1the requested Increase Amount, whereupon such bankthe Revolving Loans will not be held pro rata by the Lenders in accordance with the Applicable Percentages determined hereunder. To remedy the foregoing, financial institution or other entity (on the date of the effectiveness of the Increased Commitment Supplement, the Lenders shall make advances among themselves so that after giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with the Applicable Percentages hereunder. The advances so made by each Lender whose Applicable Percentage has increased as a “New Bank”) shall become a Bank for all purposes and result of the changes to the same extent as if originally a party hereto and Commitments shall be bound deemed to be a purchase of a corresponding amount of the Revolving Loans of the Lender or Lenders whose Applicable Percentages have decreased. The advances made under this Section shall be Loans of the same Type as those previously held by and entitled the Lender or Lenders whose Applicable Percentages have decreased unless or until the Borrower shall have selected an alternative interest rate to apply thereto under the benefits terms of this Agreement. (c) Initial Loans . All advances made under any such increased Commitments this Section shall be made pursuant to funding procedures then agreed to by through the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionAdministrative Agent.

Increase of Commitments. (a) The Company If, prior to and after giving effect to any one increase in the Commitments pursuant to this Section 2.20, no Default, Event of Default or more Banks (including New Banks) mayMaterial Adverse Effect shall have occurred and be continuing, the Borrower may at any time when and from time to time, but in no Default or Event event more than one (1) time in any fiscal year, request an increase of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their aggregate Commitments by executing and delivering notice to the Administrative Agent an Increased Commitment Notice specifying (i) in writing of the amount of such proposed increase and (such notice, a "Commitment Increase Notice"); provided, however, that (i) each such increase shall be at least $5,000,000, (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoingcumulative increase in Commitments pursuant to this Section 2.20 shall not exceed $25,000,000, (iiii) the Commitment of any Lender may not be increased without the consent of the Required Bankssuch Lender's consent, (iv) the aggregate amount of increased the Lenders' Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 50,000,000 and (iiv) without such proposed increase shall be further conditioned upon the consent Borrower's delivery to the Administrative Agent, who shall distribute such information to the Lenders, of the following, in each case reasonably acceptable to the Required Lenders, both in form and substance: (x) reasonable evidence that collateral, in addition to any and all Collateral securing the Obligations as of the date of the Commitment Increase Notice, has been acquired, or will be acquired with Borrowings made in connection with such increase in the Commitments, to secure the full amount of the Obligations, as increased as contemplated by the Commitment Increase Notice and (y) cash flow projections, including with respect to such acquired or to be acquired collateral, which projections shall be prepared in good faith, based on reasonable assumptions as of the date of the Commitment Increase Notice and if requested by the Required Lenders, verified by independent third-parties selected by the Administrative Agent. Each Lender will notify the Administrative Agent within fifteen (15) days after receipt of the evidence described in clause (v) immediately above whether or not the additional collateral, and the evidence thereof, is acceptable to such Lender provided that if such notice is not received by the Administrative Agent within such time, such Lender shall be deemed to be satisfied with such evidence. If the conditions in clauses (i) through (v) above have been satisfied, the Administrative Agent shall, within five (5) Business Days after the Administrative Agent is aware that such conditions have been satisfied, notify each Lender thereof. Each Lender desiring to increase effected its Commitment shall notify the Administrative Agent in writing no later than fifteen (15) days after receipt by the Lender of such notice from the Administrative Agent. Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this paragraph Section 2.20 shall, in each case, execute an agreement (a "Commitment Increase Agreement"), in substantially the form attached hereto as Exhibit B, with the Borrower and the Administrative Agent, whereupon such Lender shall be in a minimum bound by and entitled to the benefits of this Agreement with respect to the full amount of at least $10,000,000its Commitment as so increased, and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. Any Lender that does not notify the Administrative Agent within such period that it will increase its Commitment shall be deemed to have rejected such offer to increase its Commitment. No Bank Lender shall have any obligation whatsoever to participate in any agree to increase described in this paragraph unless it agrees its Commitment. Any agreement to do so in its sole discretionincrease a Lender's pro rata share of the increased Commitment shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other increasing Lenders. (b) Any additional bankIf any portion of the increased Commitments is not subscribed for by such Lenders, financial institution or other entity whichthe Borrower may, in its sole discretion, but with the consent of the Company and the Administrative Agent as to any Person that is not at such time a Lender (which consents consent shall not be unreasonably withheld or delayed), elects offer to become any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a “Bank” under this Agreement portion of such unsubscribed portion of the increased Commitments pursuant to paragraph (c) below by notifying the Administrative Agent. Promptly and in connection with any transaction described event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders, to the additional banks or to financial institutions identified therein or such additional banks or financial institutions identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in subsection 2.21(aall or a portion of such unsubscribed portion of the increased Commitments. (c) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Commitments shall execute and deliver to the Administrative Agent a New Bank supplementLender Agreement (a "New Lender Agreement"), in substantially in the form attached hereto as Exhibit C, setting forth its Commitment, and upon the effectiveness of Exhibit J-1, whereupon such bank, New Lender Agreement such bank or financial institution or other entity (a “"New Bank”Lender") shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Commitment of any New Lender shall be an amount not less than $5,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. (cd) Initial The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon (i) receipt by the Administrative Agent of (x) such corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent, and (y) mortgages, deeds of trust, security agreements and other documents (including, without limitation, those described in Article IV applicable to such additional collateral) in form and substance reasonably acceptable to the Administrative Agent, granting a first priority perfected Lien, subject to the Liens permitted by Section 6.02 hereof, on and otherwise relating to the additional collateral securing the Obligations increased as contemplated in clause (v) of Section 2.20(a) above, and (ii) there not having occurred any event that would cause a material diminution in value of the additional collateral. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the Administrative Agent shall reflect the increases in the Commitments effected by such agreements by appropriate entries in the Register. (e) If any bank or financial institution becomes a New Lender pursuant to Section 2.20(c) or any Lender's Commitment is increased pursuant to Section 2.20(a), additional Loans made under on or after the effectiveness thereof (the "Re-Allocation Date") shall be made pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loansextent of, and pro rata based on, their respective Commitments), and payments continuations of principal, interest and fees under this Agreement Loans outstanding on such Re-Allocation Date shall be made effected by repayment of such Loans on the Company to give effect to last day of the Interest Period applicable thereto or, in the case of ABR Loans, on the date of such procedures increase, and the timing making of new Loans of the same Type pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. (f) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such increased Commitments. Payments to the Banks in respect of the Eurodollar Loans will be made to give effect paid thereon to the allocations or reallocations described in this subsectionrespective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 500,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) mayBorrower may from time to time, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering notice to the Administrative Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent which shall promptly deliver a copy to each of the Required Banks), request that the aggregate amount of the Commitments be increased by an amount that is not less than $20,000,000 and will not result in the aggregate amount of the Commitments obtained exceeding $200,000,000. Each such notice shall set forth the requested amount of the increase in the aggregate amount of the Commitments and the date on which such increase is to become effective (which shall be not fewer than twenty days after the Closing Date date of such notice), and shall offer each Bank the opportunity to increase its Commitment by its ratable share, based on the amounts of the Banks' Commitments on the date of such notice, of the requested increase in the aggregate amount of the Commitments. Each Bank shall, by notice to the Borrower and the Administrative Agent given not more than ten Domestic Business Days after the date of the Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount or decline to increase its Commitment (and any Bank that does not deliver such a notice within such period of ten Domestic Business Days shall be deemed to have declined to increase its Commitment). In the event that, on the tenth Domestic Business Day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, together with the Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Commitments requested by the Borrower, the Borrower shall have the right to arrange for one or more banks or other financial institutions (any increase of commitments under the 5-Year Revolving Facility (such bank or any facility that replaces or refinances the 5-Year Revolving Facilityother financial institution being called an "AUGMENTING BANK"), which may include any Bank, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Bank, if not already a Bank hereunder, shall not exceed $750,000,000 and (ii) without be subject to the consent approval of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Administrative Agent (which consents approval shall not be unreasonably withheld or delayed), elects ) and shall execute all such documentation as the Administrative Agent shall specify to become evidence its status as a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(aBank hereunder. If (and only if) Banks (including Augmenting Banks) shall execute a New Bank supplementhave agreed to increase their Commitments or to extend new Commitments in an aggregate amount not less than $20,000,000, substantially such increases and such new Commitments shall become effective on the date specified in the form notice delivered by the Borrower pursuant to the first sentence of Exhibit J-1this Section. Notwithstanding the foregoing, whereupon such bank, financial institution no increase in the aggregate amount of the Commitments (or other entity (a “New in the Commitment of any Bank”) shall become a Bank for all purposes effective under this paragraph unless, on the date of such increase, (i) the conditions set forth in 3.02(c) and to the same extent as if originally a party hereto and 3.02(d) shall be bound satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by and entitled to the benefits chief financial officer or treasurer of the Borrower or (ii) the Banks shall have waived the requirements set forth in clause (i) of this Agreementsentence. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. (a) The Company Borrower may from time to time after the Restatement Date, by written notice to the Administrative Agent (which shall be provided four Business Days prior to the Increase Effective Date), executed by the Borrower and any one or more Banks financial institutions (including New Banks) mayany such financial institution referred to in this Section being called an “Increasing Lender”), at which may include any time when no Default Lender (acting in its sole discretion), cause new Commitments to be extended by the Increasing Lenders or Event cause the existing Commitments of Default has occurred and is continuing, agree that the Increasing Lenders to be increased (any such Banks shall make, obtain extension or increase the being called a “Commitment Increase”), in an amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying set forth in such notice; provided, that (i) the aggregate amount of the Commitment Increases becoming effective on any single date shall be at least $25,000,000 (or such increase and lesser amount consented to by the Administrative Agent), (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, at no time shall the aggregate amount of increased Commitments obtained after Commitments, giving effect to the Closing Date Commitment Increases effected pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and 2,750,000,000, (iiiii) without each Increasing Lender, if not already a Lender hereunder, (A) shall be subject to the consent approval of the Agent, Administrative Agent and each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Issuing Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents approval shall not be unreasonably withheld or delayed), elects to (B) shall complete an Administrative Questionnaire and (C) shall become a party hereto by completing and delivering to the Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Bank” under Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and shall be subject to all obligations of, a Lender hereunder and (y) Schedule 2.01 shall be deemed to have been amended to reflect the Commitments of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any Commitment Increase with respect to a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. For the avoidance of doubt, no Lender may be made an Increasing Lender without its consent. (b) On the Increase Effective Date, which shall not be less than 30 days prior to the Maturity Date, (i) the aggregate principal amount of the Loans outstanding immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date (the “Initial Loans”) shall be deemed to be repaid, (ii) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types, in the currencies and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds and in the applicable currencies of the relevant Borrowings an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the Subsequent Borrowings and (B) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the amount of the Subsequent Borrowings, (v) each Increasing Lender and each other Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vi) the Borrower shall pay each Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. Notwithstanding the foregoing, the Administrative Agent may, in its discretion, implement other procedures (such as non-pro rata Borrowings while current Interest Periods are in effect) in order to minimize or eliminate LIBOR breakage costs in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreementincrease. (c) Initial Loans made Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under any this Section unless, on the date of such increased Commitments increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be made pursuant satisfied (with all references in such paragraphs to funding procedures then agreed a Borrowing being deemed to by the Company be references to such increase) and the Administrative Agent (including as shall have received, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a certificate to the initial interest applicable to that effect dated such Loans), date and payments executed by a Financial Officer of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectioneach Loan Party.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any time when PROVIDED that no Default or Event of Default has shall have occurred and is be continuing, agree that such Banks the Company shall makehave the right, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required BanksBanks but subject to the approval of the Agent (which consent shall not be unreasonably withheld), to effectuate from time to time an increase in the aggregate amount Aggregate Commitment under the Credit Agreement by adding to the Credit Agreement one or more commercial banks or other financial institutions (who shall, upon completion of the requirements stated in this SECTION 13, constitute Banks hereunder), or by allowing one or more Banks to increase their Commitments hereunder, so that such added and increased Commitments obtained after shall equal the Closing Date increase in Commitments effectuated pursuant to this paragraphSECTION 13; PROVIDED that (a) no increase in Commitments pursuant to this SECTION 13 shall result in the Aggregate Commitment exceeding $300,000,000, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), b) no Bank's Commitment amount shall not exceed $750,000,000 and (ii) be increased without the consent of such Bank, and (c) on the Agenteffective date of any such increase in Aggregate Commitment, each there are no outstanding Eurodollar Loans. The Company shall give the Agent three Business Days' notice of the Company's intention to increase effected the Aggregate Commitment pursuant to this paragraph SECTION 13. Such notice shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution specify each new commercial bank or other entity whichfinancial institution, with if any, the consent changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Company Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Commitment, shall execute and deliver to the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and document satisfactory to the same extent as if originally Agent pursuant to which it becomes a party hereto or increases its Commitment, as the case may be, which document, in the case of a new commercial bank or other financial institution, shall (among other matters) specify the domestic lending office and Eurodollar lending office of such new commercial bank or other financial institution. In addition, the Company shall execute and deliver a Note in the principal amount of the Commitment of each new commercial bank or other financial institution, or, against delivery to it of such Bank's existing Note, a replacement Note in the principal amount of the increased Commitment of each Bank agreeing to increase its Commitment, as the case may be. Such Notes and other documents of the nature referred to in this SECTION 13 shall be bound by and entitled furnished to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall Agent in form and substance as may be made pursuant to funding procedures then agreed to reasonably required by it. Upon the Company execution and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing delivery of such increased Commitments. Payments to documents, such new commercial bank or financial institution shall constitute a "Bank" under the Banks in respect of Credit Agreement with a Commitment as specified therein, or such Bank's Commitment shall increase as specified therein, as the Loans will be made to give effect to the allocations or reallocations described in this subsectioncase may be.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any Borrower may from time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or to time elect to increase the amount Commitments, in each case in minimum increments of their Commitments by executing $5,000,000 and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoingnot less than $20,000,000, (i) without the consent of the Required Banksso long as, after giving effect thereto, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall such increases does not exceed $750,000,000 200,000,000, after giving effect to any such increase, the Aggregate Commitment does not exceed $650,000,000 and the total number of increases implemented under this Section 2.20 does not exceed four (ii) without the consent of the Agent, 4). The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (b) Any additional each such new bank, financial institution or other entity whichentity, with an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Commitments or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, the Administrative Agent and the Issuing Banks and the Swingline Lender to the extent the consent of the Company and Issuing Banks or the Agent (which consents shall not Swingline Lender would be unreasonably withheld or delayedrequired to effect an assignment under Section 9.04(b), elects to become a “Bank” under this Agreement and (ii) (x) in connection with any transaction described in subsection 2.21(a) shall the case of an Increasing Lender, the Borrower and such Increasing Lender execute a New Bank supplement, an agreement substantially in the form of Exhibit J-1C hereto, whereupon and (y) in the case of an Augmenting Lender, the Borrower and such bankAugmenting Lender execute an agreement substantially in the form of Exhibit D hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.20. Increases and new Commitments pursuant to this Section 2.20 shall become effective on the date agreed by the Borrower, financial institution the Administrative Agent and the relevant Increasing Lenders or other entity Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (a “New Bank”or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a Bank for all purposes certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) as of the effective date of any such increase, no Default shall exist and (ii) the Administrative Agent shall have received evidence reasonably acceptable to the same extent Administrative Agent as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if originally applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Notwithstanding anything herein to the contrary, the Administrative Agent, the Borrower and the applicable Augmenting Lenders and/or Increasing Lenders may agree upon procedures for phasing in any increase to minimize breakage costs or for reasons of convenience. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time. In connection with any increase of the Commitments pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be bound by necessary for the Administrative Agent to comply with “know your customer” and entitled to anti-money laundering rules and regulations, including without limitation, the benefits of this AgreementPatriot Act. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at At any time when on or after the Third Amendment Closing Date, provided that no Default or Event of Default has shall have occurred and is be continuing, agree that such Banks shall make, obtain or the Company may request an increase of the amount of their Commitments Total Commitment by executing and delivering notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”), in an Increased Commitment Notice specifying (i) amount not less than $25,000,000 nor more than $600,000,000 in the amount aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, following any such increase, the Total Acquisition Loan Commitment shall not exceed 40% of the Total Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (ii15) Business Days after the applicable Increased delivery of the Commitment Closing Date. Notwithstanding Increase Notice, the foregoingCompany may, (i) without in its sole discretion, but with the consent of the Required BanksAgent as to any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation opportunity to participate in any increase described in this paragraph unless it agrees all or a portion of such unsubscribed portion of the increased Commitments pursuant to do so in its sole discretionSection 5.18(b) or Section 5.18(c), as applicable. (b) Any additional bank, bank or financial institution or other entity whichthat the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayeda “New Lender”), elects to become by the execution of an agreement (a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(aNew Lender Agreement”) shall execute a New Bank supplement, substantially in the form of Exhibit J-15.18(b), whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. Upon delivery to the Agent of one or more New Lender Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New Lender and the Total Commitment, as increased. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made Any Lender that accepts an offer by the Company to give effect increase its Commitment pursuant to such procedures this Section 5.18 shall, in each case, execute an agreement whereby it agrees to be bound by, and accept the benefits of, this Agreement and the timing other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Borrowers and the Agent. Upon delivery to the Agent of one or more Commitment Increase Agreements, the Agent shall enter such ▇▇▇▇▇▇’s increased Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the increased Commitment of such increased Commitments. Payments Lender and the Total Commitment, as increased. (d) The effectiveness of any Commitment Increase Agreement or New Lender Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Banks Company as the Agent shall reasonably request with respect thereto, in respect each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c) (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ respective Commitments in effect on or after such Re-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Loans will be made paid thereon to give the respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the allocations Commitments pursuant to this Section 5.18, the aggregate amount of the Commitments shall not exceed $3,000,000,000. (g) On or reallocations described following a Re-Allocation Date, the Company shall execute and deliver Notes to any New Lender and replacement Notes to any Lender signing a Commitment Increase Agreement in this subsectionthe amount of said Persons’ Commitments, if requested by such Person.

Increase of Commitments. (a) The Company Upon at least five days’ prior notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, subject to the terms and any one or more Banks (including New Banks) mayconditions set forth below, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or to increase the aggregate amount of their the Commitments in multiples of $5,000,000; provided that (i) such increase may be effected by executing and delivering increasing either the 20252027 Commitments (prior to the Agent an Increased 2025 Commitment Notice specifying Termination Date) or the 2026 Commitments or both, so long as such increase satisfies all terms and conditions herein, including, but not limited to, this Section 2.17, (iii) the amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Amendment Business Day); (B) the amount thereof; (C) the expiry date thereof (which date shall be not later than the earlier of (1) the date which is twelve (12) months after the proposed issuance date and (2) the Letter of Credit Expiration Date (or such later date as may be agreed by the Banks in accordance with Section 2.01(c)(i)); (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as such Issuing Bank may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the respective Issuing Bank (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Domestic Business Day); (y) the nature of the proposed amendment; and (z) such other matters as such Issuing Bank may require. Additionally, the Borrower shall furnish to the Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the Issuing Bank or the Administrative Agent may reasonably require; provided that furnishing such documents shall not adversely affect the timing of such Letter of Credit issuance or amendment. (ii) Promptly after receipt of any Letter of Credit Application, the Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such Issuing Bank has received written notice from any Bank, the Administrative Agent or the Borrower, at least one (1) Domestic Business Day prior to the requested date of issuance or amendment of the applicable Increased Commitment Closing DateLetter of Credit, that one or more applicable conditions contained in Article 3 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, make an L/C Credit Extension for the account of the Borrower, its Consolidated Entities, its Members or any member of its Consolidated Entities, or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Notwithstanding Immediately upon the foregoingmaking of each L/C Credit Extension, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuing Bank a risk participation in such L/C Credit Extension in an amount equal to the product of such Bank’s Pro Rata Share times the amount of such L/C Credit Extension (calculated after the Maturity Date with respect to the 2025 Commitments, only by reference to the 2026 Facility). (iii) If the Borrower so requests in any applicable Letter of Credit Application, (i) without upon the consent expiration of the Required Banksinitial term of each Letter of Credit, the aggregate amount such Letter of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (Credit shall terminate or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without upon the consent expiration of the Agentinitial and each successive term of each Letter of Credit, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Issuing Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form respect to Letters of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and Credit to be issued thereafter. References herein to the same extent term “Issuing Bank” shall be deemed to refer to any successor or additional Issuing Bank, as if originally applicable, or to any previous Issuing Bank, or to any successor or additional Issuing Banks, as applicable, and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall be bound by continue to have all the rights and entitled to the benefits obligations of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees an Issuing Bank under this Agreement shall be made with respect to Letters of Credit issued by the Company to give effect it prior to such procedures and the timing replacement, but shall not be required to issue additional Letters of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionCredit.

Increase of Commitments. (a) The At the request of the Company and to the Administrative Agent, the aggregate Commitments hereunder may be increased at any time after the Closing Date, on one or more Banks occasions by not more than $250,000,000; provided that (including New Banksi) mayeach such increase is in a minimum amount of $10,000,000, at (ii) the Commitment of any time when Bank may not be increased without its consent, (iii) the consent of the Administrative Agent is obtained (which consent shall not be unreasonably withheld), (iv) no Default or Event of Default has shall have occurred and is continuingbe continuing at the time of any such increase or immediately after giving effect thereto, agree that such Banks shall make, obtain or increase and (v) each of the amount of their Commitments by executing representations and delivering warranties made on the Closing Date are true and correct in all material respects (except to the extent such representations and warranties are qualified by materiality in the text thereof, in which case such representations and warranties shall be true and correct) on and as of the date of such increase. (b) In the event that the Company and one or more of the Banks (or other financial institutions that may elect to participate with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)) (each, an Increased “Incremental Bank”) shall agree, in accordance with subsection 2.20(a), upon such an increase in the aggregate Commitments, the Company, the Administrative Agent and each financial institution in question shall enter into a Commitment Notice specifying Increase Supplement (ia form of which is attached hereto as Exhibit F) 33 setting forth the amounts of the increase in Commitments and providing that the additional financial institutions participating shall be deemed to be included as Banks for all purposes of this Agreement. Upon the execution and delivery of such Commitment Increase Supplement as provided above, and upon the satisfaction of such other conditions as the Administrative Agent may reasonably specify (including the delivery of certificates and legal opinions on behalf of the Company relating to the amendment and new Notes), this Agreement shall be deemed to be amended accordingly. (c) Subject to the terms and conditions hereof, each Incremental Bank severally agrees to make term loans in Dollars to the Company from time to time during the Commitment Period, or if later, the date that the increase in Commitments is effective, in an aggregate principal amount that shall not exceed the amount of such increase and Incremental Bank’s Commitments. (iid) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially Commitment in the form event of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to request by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionhereunder.

Increase of Commitments. (a) The Company and any one With the prior consent of the Agent, such consent not to be unreasonably withheld, conditioned or more Banks (including New Banks) maydelayed, the Borrower shall have the right at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase from time to time to request increases in the aggregate amount of their the Commitments by executing and delivering (provided that after giving effect to any increases in the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required BanksCommitments pursuant to this Section, the aggregate amount of increased the Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall may not exceed $750,000,000 and (ii1,500,000,000) without the consent of by providing written notice to the Agent, each increase effected pursuant to this paragraph which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than 4 requests for increases in a the aggregate amount of the Commitments during the term of this Agreement. Each such increase in the Commitments must be in an aggregate minimum amount of at least $10,000,00025,000,000 and integral multiples of $5,000,000 in excess thereof. No Bank Lender shall have be required to increase its Commitment and any obligation new Lender becoming a party to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall execute on the date it becomes a New Bank supplementLender hereunder (or increases its Commitment, substantially in the form case of Exhibit J-1an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, whereupon such bankincrease the amount of its Commitment Percentage), financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and in each case, as determined after giving effect to the increase of Commitments, of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects (or if otherwise qualified by materiality, is not (or would not be) true and correct in all respects) on the effective date of such increase and after giving effect thereto (except for representations or warranties which expressly relate solely to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date (except to the extent otherwise qualified by materiality, in which case such representation or warranty shall have been true and correct in all respects as if originally of such earlier date) and except for changes in factual circumstances not prohibited hereunder). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and agreements as the Agent may reasonably request and (including as to b) the initial interest applicable to such Loans)Borrower shall make appropriate arrangements so that each new Lender, and payments of principalany existing Lender increasing its Commitment, interest and fees under this Agreement shall be made by receives a new or replacement Note, as appropriate, in the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to the Banks in respect Lender’s Commitment within 5 Business Days of the Loans will be made to give effect to effectiveness of the allocations or reallocations described applicable increase in this subsectionthe aggregate amount of Commitments.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase With the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the prior consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects the Borrower shall have the right at any time and from time to become time during the period beginning on the Effective Date to but excluding the Termination Date to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Revolving Commitments pursuant to this Section, the aggregate amount of the Revolving Commitments may not exceed $840,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be in an aggregate minimum amount of $50,000,000 and integral multiples of $10,000,000 in excess thereof. No Lender shall be required to increase its Commitment and any new Lender becoming a “Bank” under party to this Agreement in connection with any transaction described in subsection 2.21(a) such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall execute on the date it becomes a New Bank supplementLender hereunder (or increases its Commitment, substantially in the form case of Exhibit J-1, whereupon such bank, financial institution or an existing Lender) (and as a condition thereto) purchase from the other entity Lenders its Commitment Percentage (a “New Bank”) shall become a Bank for all purposes and as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same extent day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if originally any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (b) the Borrower shall be bound by make appropriate arrangements so that each new Lender, and entitled to any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the benefits amount of this Agreementsuch Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. (cf) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to The Credit Agreement is amended by deleting Section 3.6.(c) in its entirety and substituting in its place the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.following:

Increase of Commitments. The Borrower shall have the right at any time and from time to time from the Closing Date through and including the Termination Date to request increases in the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $50,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans and 2.05 (a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Company Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lenders to become a party to this Agreement. All such allocations shall be in the Agent’s sole discretion but not in an amount in excess of each such Lender’s increased Commitment. If a new Lender becomes a party to this Agreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any one or more Banks outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (including New BanksA) maythe portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, at if any, to such Lenders under Section 2.14 as a result of the prepayment of any time when such Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (i) no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase exist and (ii) the applicable Increased Commitment Closing Date. Notwithstanding representations and warranties made or deemed made by the foregoingBorrower in the Loan Documents, (i) without the consent shall be true and correct in all material respects on and as of the Required Banks, date of such extension with the aggregate amount same force and effect as if made on and as of increased such date except to the extent that such representations and warranties expressly relate solely 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 except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the Commitments obtained after the Closing Date pursuant to this paragraphSection, together with (a) any increase of commitments under Lender becoming a party hereto shall execute such documents and agreements as the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 Agent may reasonably request and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bankthe Borrower shall make appropriate arrangements so that each new Lender, financial institution and any existing Lender increasing its Commitment, receives a new or other entity whichreplacement Note, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed)as appropriate, elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to the Banks in respect Lender’s Commitment within five Business Days of the Loans will be made to give effect to the allocations or reallocations described in this subsectionsuch Lender’s request therefor.

Increase of Commitments. WEST\275206959.13 (ai) The Company and any one or more Banks (including New Banks) may, at any time when If no Default or Event of Default has shall have occurred and is be continuing, agree that upon written notice to Administrative Agent (each such Banks shall makenotice, obtain or increase the amount of their Commitments by executing and delivering a “Commitment Increase Notice”), Borrower may from time to time prior to the Agent Maturity Date, request an Increased Commitment Notice specifying increase of the Aggregate Commitments (ibut not the L/C Sublimit) by an amount (for all such requests) not exceeding One Hundred Million Dollars ($100,000,000) in the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoingaggregate; provided that, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any such request for an increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least Twenty Five Million Dollars ($10,000,00025,000,000); (ii) Borrower may make a maximum of two (2) such requests; and (iii) after giving effect to all such requests, the Aggregate Commitments shall not exceed Five Hundred Million Dollars ($500,000,000). No Bank Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Aggregate Commitments. Administrative Agent shall have any obligation to participate promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase described its Commitment shall notify Administrative Agent in this paragraph unless writing no later than ten (10) Business Days after receipt of notice from Administrative Agent. Any Lender that does not notify Administrative Agent within the time period specified above that it agrees to do so will, in its sole discretion, increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender to increase its Commitment shall be irrevocable. (bii) Any additional bank, financial institution or other entity which, with If any proposed increase in the consent of Commitment is not fully subscribed by the Company and existing Lenders pursuant to the Agent (which consents shall not be unreasonably withheld or delayedprocedure outlined in Section 2.06(b)(i), elects Borrower may, in its sole discretion, offer to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplementexisting Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New BankLender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Aggregate Commitments, by notifying Administrative Agent in writing. Promptly and in any event within five (5) Business Days after receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Aggregate Commitments. (iii) Any New Lender which accepts Borrower’s offer to participate in the increased Commitment shall execute and deliver to Administrative Agent and Borrower a New Lender Addendum, an Administrative Questionnaire and such other documents, instruments and agreements as Administrative Agent may reasonably request, and upon the receipt thereof and the effectiveness of such New Lender Addendum such New Lender shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. WEST\275206959.13 (iv) If the Aggregate Commitments are increased in accordance with this Section, Administrative Agent and Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. Administrative Agent shall promptly notify Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. (cv) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable As a condition precedent to such Loans)increase, Borrower shall deliver to Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and payments (y) in the case of principalBorrower, interest certifying that, before and fees under this Agreement shall be made by the Company to give after giving effect to such procedures increase, (A) the representations and warranties contained in Article VI and the timing other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except that (x) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation and warranty shall be required to be true and correct in all respects, (y) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such increased Commitments. Payments earlier date, and (z) for purposes of this Section 2.06, the representations and warranties contained in subsections (a) and (b) of Section 6.05 shall be deemed to refer to the Banks most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 7.01, and (B) no Default exists. Borrower shall prepay any Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Loans ratable with any revised Applicable Percentages arising from any nonratable increase in respect the Commitments under this Section. (vi) On each Increase Effective Date, subject to the satisfaction of the terms and conditions set forth in this Section, (A) each of the existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans will be made to give held by existing Lenders and New Lenders ratably in accordance with their Commitments after giving effect to the allocations addition of such new Commitments to the total Aggregate Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”, (C) each New Lender shall become a “Lender” with respect to the new Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new WEST\275206959.13 Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or reallocations described decreased, as appropriate. (vii) This Section shall supersede any provisions in this subsectionSection 2.13 or 11.01 to the contrary.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, Borrower shall have the right at any time when and from time to time during the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $2,000,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $15,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default has occurred shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is continuing, agree a party shall be true or correct on the effective date of such increase except to the extent that such Banks representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall makehave been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, obtain or increase and (z) the amount Administrative Agent shall have received each of their Commitments by executing the following, in form and delivering substance satisfactory to the Agent an Increased Commitment Notice specifying Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each existing Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and such Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such increase and (ii) Lender’s Commitment at the time of the effectiveness of the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, increase in the aggregate amount of increased the Commitments. In connection with any increase in the aggregate amount of the Commitments obtained after the Closing Date pursuant to this paragraph, together with Section 2.14. any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to agreements as the benefits of this AgreementAdministrative Agent may reasonably request. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. (a) The Company Upon at least five days’ prior notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, subject to the terms and any one or more Banks (including New Banks) mayconditions set forth below, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or to increase the aggregate amount of their the Commitments in multiples of $5,000,000; provided that (i) such increase may be effected by executing and delivering increasing theeither the 2025 Commitments (prior to the Agent an Increased 2025 Commitment Notice specifying Termination Date) or the 2026 Commitments or both, so long as such increase satisfies all terms and conditions herein, including, but not limited to, this Section 2.17, (iii) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, when added to the aggregate amount of increased all such prior increases in the Commitments obtained hereunder (including by way of creating new Commitments), on or after the Closing Date Amendment Effective Date, does not exceed the sum of $500,000,000 and the amount of any Commitments terminated by the Borrower pursuant to this paragraphSection 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, together with at any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility)time, shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion2,200,000,000. (b) Any additional banksuch increase in the Commitments (the “Incremental Commitments”) hereunder shall apply, financial at the option of the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent, each Issuing Bank and each Bank the Commitment of which is to be increased shall consent to such increase, (ii) the amount set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution or other entity whichbecomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Administrative Agent of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the consent provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the Company creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking business practices. Immediately upon the making of each L/C Credit Extension, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Issuing Bank a risk participation in such L/C Credit Extension in an amount equal to the product of such Bank’s Pro Rata Share times the amount of such L/C Credit Extension (calculated after the Maturity Date with respect to the 2025 Commitments, only by reference to the 2026 Facility). (iii) If the Borrower so requests in any applicable Letter of Credit Application, (i) upon the expiration of the initial term of each Letter of Credit, such Letter of Credit shall terminate or (ii) upon the expiration of the initial and each successive term of each Letter of Credit, such Letter of Credit shall then be automatically extended for successive one-year terms (each such automatically extending Letter of Credit, an “Auto-Extension Letter of Credit”), except that the last term in each case shall in any event expire not later than the Letter of Credit Expiration Date (or such later date as may be agreed by the Banks in accordance with Section 2.01(c)(i)); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) or upon notice to such Issuing Bank by the Administrative Agent or the Borrower of an Event of Default pursuant to Section 6.01(i), by giving prior notice to the beneficiary thereof not later than a Domestic Business Day (which consents the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by such Issuing Bank, the Borrower shall not be unreasonably withheld required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Banks shall be deemed to have authorized (but may not require) such Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date (or delayedsuch later date as may be agreed by the Banks in accordance with Section 2.01(c)(i)); provided, however, that such Issuing Bank shall not permit any such extension if such Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.01(c)(i), elects or otherwise), or it has received notice (which may be by telephone or in writing) on or before the day that is five Domestic Business Days before the Non-Extension Notice Date from the Administrative Agent that the Required Banks have elected not to become a “Bank” under this Agreement permit such extension or from the Administrative Agent or any Bank that one or more of the applicable conditions specified in connection with any transaction described Section 3.03 is not then satisfied, and in subsection 2.21(a) shall execute a New each such case directing such Issuing Bank supplement, substantially in the form of Exhibit J-1, whereupon not to permit such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreementextension. (civ) Initial Loans made under Promptly after its delivery of any such increased Commitments shall Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto on their face to be made pursuant to funding procedures then agreed to by the Company and the Agent (including as in order, without responsibility for further investigation, regardless of any notice or information to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectioncontrary.

Increase of Commitments. The Borrower may from time to time, by notice to the Administrative Agent (a) The Company which shall promptly deliver a copy to each of the Lenders), request that the aggregate Commitments be increased by an amount that is not less than $5,000,000 and any one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree that will not result in the Commitments exceeding $175,000,000. Each such Banks notice shall make, obtain or increase set forth the requested amount of their the increase in the aggregate Commitments by executing and delivering the date on which such increase is to become effective (which shall be not fewer than twenty Business Days after the Agent an Increased Commitment Notice specifying (i) the amount date of such notice), and shall offer each Lender the opportunity to increase and its Commitment by its ratable share, based on its Commitment Percentage (ii) determined on the applicable Increased Commitment Closing Date. Notwithstanding the foregoingdate of such notice), (i) without the consent of the Required Banks, requested increase in the aggregate amount of increased Commitments obtained the Commitments. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than ten Business Days after the Closing Date date of the Borrower's notice, either agree to increase its Commitment by all or a portion of the offered amount or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of ten Business Days shall be deemed to have declined to increase its Commitment). In the event that, on the tenth Business Day after the Borrower shall have delivered a notice pursuant to the first sentence of this paragraph, together with the Lenders shall have agreed pursuant to the preceding sentence to increase their respective Commitments by an aggregate amount less than the increase in the Commitments requested by the Borrower, the Borrower shall have the right to arrange for one or more banks or other financial institutions (any increase of commitments under the 5-Year Revolving Facility (such bank or any facility that replaces or refinances the 5-Year Revolving Facilityother financial institution being called an "Augmenting Lender"), which may include any Lender, to extend a Commitment or increase their existing Commitment in an aggregate amount equal to the unsubscribed amount, provided that each Augmenting Lender, if not already a Lender hereunder, shall not exceed $750,000,000 and (ii) without be subject to the consent approval of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Administrative Agent (which consents approval shall not be unreasonably withheld or delayed), elects ) and shall execute all such documentation as the Administrative Agent shall specify to become evidence its status as a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(aLender hereunder. If (and only if) Lenders (including Augmenting Lenders) shall execute have agreed to increase their respective Commitments or to extend a New Bank supplementnew Commitment in an aggregate amount not less than $5,000,000, substantially such increases and such new Commitment shall become effective on the date specified in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and notice delivered by the Borrower pursuant to the same extent as if originally a party hereto and first sentence of this Section. On the effective date of any increase in the Commitments pursuant this Section, the Borrower shall be bound deemed to have repaid and reborrowed all outstanding Loans, as the case may be, as of the date of any increase in the relevant Commitments (with such reborrowing to consist of the Types of Loans, with related Interest Periods if applicable, specified in a notice delivered by and entitled to the benefits Company in accordance with the requirements of this Agreement. (c) Initial Loans made under any such increased Commitments shall be Section 2.3). The deemed payments made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks immediately preceding sentence in respect of each Eurodollar Loan shall be subject to indemnification by the Loans will be made to give effect Borrower pursuant to the allocations or reallocations described in this subsectionprovisions of Section 6.13 if the deemed payment occurs other than on the last day of the related Interest Periods.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at At any time when after the Closing Date, provided that no Default or Event of Default has shall have occurred and is be continuing, agree that such Banks shall make, obtain or the Company may request an increase of the amount of their Commitments Total Commitment by executing and delivering notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”), in an Increased Commitment Notice specifying (i) amount not less than $25,000,000 nor more than $300,000,000 in the amount aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and Total Acquisition Loan Commitment as requested by Borrower, provided, following any such increase, the Acquisition Loan Commitment shall not exceed 20% of the Total Commitment. Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the Agent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (ii15) Business Days after the applicable Increased delivery of the Commitment Closing Date. Notwithstanding Increase Notice, the foregoingCompany may, (i) without in its sole discretion, but with the consent of the Required BanksAgent as to any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation opportunity to participate in any increase described in this paragraph unless it agrees all or a portion of such unsubscribed portion of the increased Commitments pursuant to do so in its sole discretionSection 5.18(b) or Section 5.18(c), as applicable. (b) Any additional bank, bank or financial institution or other entity whichthat the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayeda “New Lender”), elects to become by the execution of an agreement (a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(aNew Lender Agreement”) shall execute a New Bank supplement, substantially in the form of Exhibit J-15.18(b), whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the same ratio with respect (a) reflecting the Commitment of such New Lender and the Total Commitment, as increased. (c) Initial Loans made under any such increased Commitments shall be made Any Lender that accepts an offer by the Company to increase its Commitment pursuant to funding procedures then agreed this Section 5.18 shall, in each case, execute an agreement whereby it agrees to by be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Company and the Agent (including as Agent. Upon delivery to the initial interest applicable Agent of one or more Commitment Increase Agreements, the Agent shall enter such Lender’s increased Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the increased Commitment of such Lender and the Total Commitment, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c) (the “Re-Allocation Date”) shall be made pro rata based on the Lenders’ respective Commitments in effect on or after such LoansRe-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and payments continuations of principal, interest and fees under this Agreement any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be made effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to give effect to such procedures prepay any thereof in accordance with the applicable provisions of this Agreement), and the timing interest on and repayments of such increased Commitments. Payments to the Banks in respect of the Loans will be made paid thereon to give the respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the allocations Commitments pursuant to this Section 5.18, the aggregate amount of the Commitments shall not exceed $2,100,000,000. (g) The Company shall execute and deliver a Note or reallocations described Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in this subsectionthe amount of said Persons’ Commitments.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) mayBorrower shall have the right, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required BanksLenders or the Agent (except as contemplated in clauses (d) and (e) of this sentence), to effectuate from time to time, on any Business Day (but not on more than one Business Day in any calendar quarter) an increase in the total Commitments under this Agreement (an "Increase") by adding to this Agreement one or more banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.20, constitute Lenders hereunder), or by allowing one or more Lenders to increase their Commitments hereunder, or both, provided that (a) no Increase in Commitments pursuant to this Section 2.20 shall result in the total Commitments exceeding $800,000,000 or shall result in the aggregate amount of increased the Increases in the Commitments obtained after the Closing Date effectuated pursuant to this paragraphSection 2.20 since the date of this Agreement exceeding $200,000,000, together with (b) any increase Increase in Commitments pursuant to this Section 2.20 shall be in the amount of commitments under $20,000,000 or an integral multiple of $1,000,000 in excess thereof, (c) on the 5effective date of each Increase in the Commitments pursuant to this Section 2.20, (i) the Borrower shall have outstanding public long-Year Revolving Facility term senior unsecured debt securities that are rated by S&P or Mood▇'▇, (▇i) either (1) the lowest such rating by Mood▇'▇ ▇▇▇ll be A3 or any facility that replaces better or refinances (2) the 5-Year Revolving Facility)lowest such rating by S&P shall be A- or better, shall not exceed $750,000,000 and (iiiii) no event shall have occurred and be continuing which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both, (d) no Lender's Commitment amount shall be increased without the consent of such Lender, (e) each new bank or other financial institution, if any, both is acceptable to the Agent, each increase effected pursuant to this paragraph shall be in Agent and provides a minimum amount Commitment of at least $10,000,000. No Bank shall have any obligation to participate in any 20,000,000, (f) simultaneously with each increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form Commitment of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made Lender pursuant to funding procedures then agreed to by this Section 2.20, the Company Borrower will cause such Lender's "Commitment" (under and as defined in the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.Short-Term

Increase of Commitments. (a) The At the request of the Company and to the Administrative Agent, the aggregate Commitments hereunder may be increased at any time after the Closing Date, on one or more Banks occasions by not more than $400,000,000; provided that (including New Banksi) mayeach such increase is in a minimum amount of $10,000,000, at (ii) the Commitment of any time when Bank may not be increased without its consent, (iii) the consent of the Administrative Agent is obtained (which consent shall not be unreasonably withheld, conditioned or delayed), (iv) no Default or Event of Default has shall have occurred and is continuingbe continuing at the time of any such increase or immediately after giving effect thereto, agree that such Banks shall make, obtain or increase and (v) each of the amount of their Commitments by executing representations and delivering warranties made on the Closing Date are true and correct in all material respects (except (x) to the Agent extent such representations and warranties expressly relate solely to an Increased Commitment Notice specifying (i) the amount earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such increase earlier date and (iiy) to the applicable Increased Commitment Closing Date. Notwithstanding extent such representations and warranties are qualified by materiality in the foregoingtext thereof, in which case such representations and warranties shall be true and correct) on and as of the date of such increase. (ib) without In the event that the Company and one or more of the Banks (or other financial institutions that may elect to participate with the consent of the Required BanksAdministrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)) (each, an “Incremental Bank”) shall agree, in accordance with subsection 2.20(a), upon such an increase in the aggregate Commitments, the aggregate amount Company, the Administrative Agent and each financial institution in question shall enter into a Commitment Increase Supplement (a form of increased which is attached hereto as Exhibit F) setting forth the amounts of the increase in Commitments obtained after and providing that the Closing Date pursuant additional financial institutions participating shall be deemed to be included as Banks for all purposes of this paragraphAgreement. Upon the execution and delivery of such Commitment Increase Supplement as provided above, together with any increase and upon the satisfaction of commitments under such other conditions as the 5-Year Revolving Facility Administrative Agent may reasonably specify (or any facility that replaces or refinances including the 5-Year Revolving Facilitydelivery of certificates and legal opinions on behalf of the Company relating to the amendment and new Notes), this Agreement shall be deemed to be amended accordingly. (c) Subject to the terms and conditions hereof, each Incremental Bank severally agrees to make term loans in Dollars to the Company on the date that the increase in Commitments is effective, in an aggregate principal amount that shall not exceed $750,000,000 and the amount indicated on such Incremental Bank’s Commitment Increase Supplement. (iid) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially Commitment in the form event of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to request by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionhereunder.

Increase of Commitments. Upon at least 45 days' prior notice to the Agent (awhich notice the Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, subject to the terms and conditions set forth below and with the consent of the Banks as set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000. Any such increase shall apply, at the option of the Borrower, (x) The Company and any to the Commitment of one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree provided that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of Required Banks (including each Bank whose Commitment is to be increased) shall consent to such increase and increase, (ii) the applicable Increased amount set forth on the signature pages hereof opposite the name of each Bank the Commitment Closing Date. Notwithstanding of which is being so increased shall be amended to reflect the foregoingincreased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks or (y) to the creation of a new Commitment of an institution not then a Bank hereunder, provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Agent of counterparts of this Agreement, (ii) the Required Banks shall consent to the creation of such Commitment of such Bank, (iii) the signature pages hereof shall be amended to reflect the Commitment of such new Bank, (iv) the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (v) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks and (vi) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Agent; provided further that any such increase or creation may apply, at the option of the Borrower, as set forth in clause (x) or (y) above but without the consent of the Required BanksBanks so long as the amount of such increase or the amount of such new Commitment so created, as the case may be, when added to the aggregate amount of increased all such prior increases in the Commitments obtained and all such prior creations of new Commitments, in each case created after the Closing Date Effective Date, does not exceed $300,000,000. It is understood that any increase in the amount of the Commitments pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), Section 2.16 shall not exceed $750,000,000 and (ii) without the consent constitute an amendment of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in or the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased CommitmentsNotes. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.ARTICLE III

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks Borrower shall make, obtain or increase have the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without Right with the consent of the Required BanksAdministrative Agent and the Syndication Agent, to request in writing, from time to time (but not more than twice),that the aggregate amount of the Commitments then in effect be increased effective upon a specific date (the "Increase Effective Date") set forth in such request (the "Increase Request") upon the same terms and conditions as set forth herein, provided that no such increase shall be permitted if, after giving effect thereto the total aggregate Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not would exceed $750,000,000 and 2,500,000,000. Any such increase shall be in incremental aggregate amounts of not less than the lesser of (i) $10,000,000 or (ii) without $2,500,000,000 minus the consent amount of the Agent, each total aggregate Commitments then in effect (the "Requested Amount") and shall increase effected permanently the amount of the total aggregate Commitments then in effect(subject to the Borrower's right to terminate or reduce the amount of the Commitments pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretionSection 2.5). (b) Any additional bank, financial institution If on the date (the "Increase Response Date") specified in any Increase Request any Lenders or other entity which, any new lenders selected by the Borrower with the consent of the Company Administrative Agent and the Syndication Agent (which consents shall such consent not to be unreasonably withheld or delayed)withheld) elect in their sole discretion, elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(aincrease their Commitments (each an "Increasing Lender") shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and by an aggregate amount equal to the same extent as if originally a party hereto Requested Amount, then, subject to the provisions of this Section 2.19, on the Increase Effective Date therefor, the Commitments of such Increasing Lenders, and correspondingly, the total aggregate Commitments, shall be bound by and entitled to the benefits of this Agreementincreased accordingly. (c) Initial Loans made under Each increase in the Commitment of an Increasing Lender (including any such increased Commitments new lender) shall be made pursuant to funding procedures then agreed to evidenced by a written instrument executed by such Increasing Lender, the Company Borrower and the Agent (including as to the initial interest applicable to such Loans)Administrative Agent, and payments of principal, interest and fees under this Agreement shall be made by take effect on the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionrelated Increase Effective Date.

Increase of Commitments. (a) The At any time after February 7, 2000, provided that no Event of Default shall have occurred and be continuing, the Company and any may request from time to time one or more Banks (including New Banks) may, at any time when no Default or Event increases of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the Aggregate Commitment by notice to the Agent in writing of the amount of their Commitments each such proposed increase (each such notice, a "Commitment Increase Notice"). Any such Commitment Increase Notice must offer --------------------------- each Bank the opportunity to subscribe for its pro rata share of the requested increase in the Aggregate Commitment, and the Agent shall promptly provide to each Bank a copy of any Commitment Increase Notice received by executing and delivering the Agent. Within 10 days after receipt by the Agent of the applicable Commitment Increase Notice, each Bank wishing to subscribe for its pro rata share of the requested increase in the Aggregate Commitment must deliver written notice of such fact to the Agent an Increased Agent. If any portion of the requested increase in the Aggregate Commitment Notice specifying (i) is not subscribed for by the amount of Banks within such increase and (ii) 10-day period, the applicable Increased Commitment Closing Date. Notwithstanding the foregoingCompany may, (i) without in its sole discretion, but with the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant Agent as to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility Person that is not at such time a Bank (which consent shall not be unreasonably withheld or any facility that replaces or refinances the 5-Year Revolving Facilitydelayed so long as such Person is an Eligible Assignee), shall not exceed $750,000,000 and (ii) without offer to any existing Bank or to one or more additional banks or financial institutions the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation opportunity to participate in any all or a portion of such unsubscribed portion of the requested increase described in this paragraph unless it agrees the Aggregate Commitment pursuant to do so in its sole discretion.Section 2.15 (b) ------------ or (c) below, as applicable; (b) Any additional bank, bank or financial institution or other entity whichthat the Company selects to offer a participation in the unsubscribed portion of the increased Aggregate Commitment, and that elects to become a party to this Agreement and obtain a Commitment, shall execute an agreement (a "New Bank Agreement"), in Proper Form, ------------------ with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1Agent, whereupon such bank, bank or financial institution or other entity (a “"New Bank”") shall become a Bank for all purposes and hereunder to the same extent as -------- if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement., and the signature pages hereof shall be deemed to add the name of such New Bank and Schedule IV attached hereto shall be deemed amended to ----------- add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $5,000,000; (c) Initial Loans made under any such increased Commitments shall be made Any Bank that accepts an offer by the Company to increase its Commitment pursuant to funding procedures then agreed to by this Section 2.15 shall, in each case, execute a ------------ commitment increase agreement (a "Commitment Increase Agreement"), in Proper ----------------------------- Form, with the Company and the Agent, whereupon such Bank shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule IV attached hereto shall be deemed ------------ to be amended to reflect such increase in the Commitment of such Bank; (d) The effectiveness of any New Bank Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company, if any, as the Agent shall reasonably request with respect thereto, in each case in Proper Form; (e) If any bank or financial institution becomes a New Bank pursuant to Section 2.15(b) or if any Bank's Commitment is increased pursuant to Section --------------- ------- 2.15(c), additional Loans and additional liability for the Letter of Credit ------- Exposure Amount made or incurred on or after the effectiveness thereof (the "Re- --- Allocation Date") shall be made pro rata based on each Bank's (including as each --------------- New Bank's) respective Commitment Percentage in effect on and after such Re- Allocation Date (except to the initial interest applicable extent that any such pro rata borrowings or incurring of liability would result in any Bank making an aggregate principal amount of Loans and incurring liability for the Letter of Credit Exposure Amount in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Bank and/or Banks with such increased Commitments to such Loansthe extent of, and pro rata based on, their respective Commitment Percentages), and payments continuations of principalLIBOR Rate Borrowings outstanding on such Re- Allocation Date shall be effected by repayment of such LIBOR Rate Borrowings on the last day of the LIBOR Interest Period applicable thereto and the extension of new LIBOR Rate Borrowings pro rata based on the Banks' respective Commitment Percentages in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Alternate Base Rate Borrowings outstanding, the Company shall make prepayments thereof and borrow new Alternate Base Rate Borrowings so that, after giving effect thereto, the Alternate Base Rate Borrowings outstanding are held pro rata based on the Banks' respective Commitment Percentages in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are LIBOR Rate Borrowings outstanding, such LIBOR Rate Borrowings shall remain outstanding with the respective holders thereof until the expiration of their respective LIBOR Interest Periods (unless the Company elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and fees repayments of such LIBOR Rate Borrowings will be paid thereon to the respective Banks holding such LIBOR Rate Borrowings pro rata based on the respective principal amounts thereof outstanding; (f) Notwithstanding anything to the contrary in this Section 2.15, (i) no ------------ Bank shall have any obligation to increase its Commitment under this Agreement Section ------- 2.15 unless it agrees in writing to do so in its sole discretion, (ii) no Bank ---- shall be made have any right to decrease the amount of its Commitment as a result of any requested increase of the Aggregate Commitment pursuant to this Section 2.15, ------------ (iii) the Agent shall have no obligation to find or locate any New Bank to participate in any unsubscribed portion of any increase in the Aggregate Commitment requested by the Company, (iv) each increase in the Aggregate Commitment requested by the Company to give shall not be less than $10,000,000, (v) after giving effect to such procedures any increase in the Aggregate Commitment pursuant to this Section 2.15, the Aggregate Commitment shall not exceed $200,000,000, and (vi) ------------ in the timing event of any reduction in the Aggregate Commitment pursuant to Section ------- 2.2 or any other provision of this Agreement, the ability of the Company to --- request increases in the Aggregate Commitment pursuant to this Section 2.15 ------------ shall automatically terminate; and (g) The Company shall execute and deliver to the Agent (for delivery by the Agent to each applicable Bank) a new Note payable to each applicable Bank (including each New Bank) participating in any increase of the Aggregate Commitment in the original principal amount of such increased Commitments. Payments Bank's Commitment after giving effect to the Banks in respect any increase of the Loans will be made to give effect to the allocations or reallocations described in this subsection.Aggregate Commitment. Conditions. -----------

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at At any time when after the date hereof, provided that no Default or Event of Default has shall have occurred and is be continuing, agree that such Banks shall make, obtain or the Company may request an increase of the amount of their Commitments Total Commitment by executing and delivering notice thereof to the Agent in writing (such notice, a “Commitment Increase Notice”), in an Increased Commitment Notice specifying (i) amount not less than $25,000,000 nor more than $500,000,000 in the amount aggregate. The Agent will provide the Lenders with notice of such Commitment Increase Notice. Such increase shall be allocated between the Total Floor Plan Loan Commitment and (ii) Total Acquisition Loan Commitment as requested by Borrower, provided, following any such increase, the applicable Increased Acquisition Loan Commitment shall not exceed the percentage of the Total Commitment in effect as of the Closing Date. Notwithstanding Any such Commitment Increase Notice shall be in a form reasonably satisfactory to the foregoingAgent, and must offer each Lender the opportunity to subscribe for its pro rata share of each increased Commitment. If the Company does not receive either telephonic or written notice from the Agent that all of the increased Commitment is subscribed for by the Lenders within fifteen (i15) without Business Days after the delivery of the Commitment Increase Notice, the Company may, in its sole discretion, but with the consent of the Required BanksAgent as to any Person that is not at such time a Lender, offer to any existing Lender or to one or more additional banks or financial institutions the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation opportunity to participate in any increase described in this paragraph unless it agrees all or a portion of such unsubscribed portion of the increased Commitments pursuant to do so in its sole discretionSection 5.18(b) or Section 5.18(c), as applicable. (b) Any additional bank, bank or financial institution or other entity whichthat the Company selects to offer participation in the increased Commitments, and that elects to become a party to this Agreement with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayeda “New Lender”), elects to become by the execution of an agreement (a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(aNew Lender Agreement”) shall execute a New Bank supplement, substantially in the form of Exhibit J-15.18(b), whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto hereof and shall be bound by and entitled to the benefits of this Agreement. The Commitment of any such New Lender shall be in an amount not less than $10,000,000, and such Commitment must be comprised of both a Floor Plan Loan Commitment and an Acquisition Loan Commitment, both in the same ratio with respect to the Total Floor Plan Loan Commitment and the Total Acquisition Loan Commitment. (c) Initial Loans made under any such increased Commitments shall be made Any Lender that accepts an offer by the Company to increase its Commitment pursuant to funding procedures then agreed this Section 5.18 shall, in each case, execute an agreement whereby it agrees to by be bound by, and accept the benefits of, this Agreement and the other Loan Documents (a “Commitment Increase Agreement”) substantially in the form of Exhibit 5.18(c), with the Company and the Agent (including as Agent. Upon delivery to the initial interest applicable Agent of one or more Commitment Increase Agreements, the Agent shall enter such New Lender and its Commitment in the Register and distribute a new Schedule 1.1 (a) reflecting the Commitment of such New Lender and the Total Commitments, as increased. (d) The effectiveness of any Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Company and legal opinions of counsel to the Company as the Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Agent. (e) Additional Loans made on or after the date that any bank or financial institution becomes a New Lender pursuant to Section 5.18(b) or any Lender’s Commitment is increased pursuant to Section 5.18(c), (the “Re-Allocation Date”) shall be made pro rata based on their respective Floor Plan Loan Commitments in effect on or after such LoansRe-Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and payments continuations of principal, interest and fees under this Agreement any Loans subject to an Interest Period outstanding on such Re-Allocation Date shall be made effected by repayment of such Loans on the last day of the Interest Period applicable thereto and the making of new Loans pro rata based on the respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there is an unpaid principal amount of any Loans subject to an Interest Period, such Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to give effect to such procedures prepay any thereof in accordance with the applicable provisions of this Agreement), and the timing interest on and repayments of such increased Commitments. Payments to the Banks in respect of the Loans will be made paid thereon to give the respective Lenders holding such Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 5.18, (i) no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its sole discretion and (ii) after giving effect to any increase in the allocations Commitments pursuant to this Section 5.18, the aggregate amount of the Commitments shall not exceed $1,850,000,000. (g) The Company shall execute and deliver a Note or reallocations described Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in this subsectionthe amount of said Persons’ Commitments.

Increase of Commitments. (a) The At the request of the Company and any to the Administrative Agent, the aggregate Commitments hereunder may be increased after the Closing Date on one or more Banks occasions by not more than $750,000,000; provided that (including New Banksi) mayeach such increase is in a minimum amount of $25,000,000 or $10,000,000 increments in excess thereof, at (ii) the sum of the aggregate Commitments hereunder shall not exceed $2,250,000,000 after giving effect to such increases, (iii) the Commitment of any time when Bank may not be increased without its consent, (iv) the consent of the Administrative Agent and each Issuing Lender that has an outstanding Letter of Credit is obtained (which consent shall not be unreasonably withheld, conditioned or delayed), (v) no Default or Event of Default has shall have occurred and is continuingbe continuing on and as of the date of each such increase or after giving effect thereto, agree that such Banks shall make, obtain or increase and (vi) each of the amount of their Commitments by executing representations and delivering warranties made on the Closing Date are true and correct in all material respects (except (x) to the Agent extent such representations and warranties expressly relate solely to an Increased Commitment Notice specifying (i) the amount earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such increase earlier date and (iiy) to the applicable Increased Commitment Closing Date. Notwithstanding extent such representations and warranties are qualified by materiality in the foregoingtext thereof, in which case such representations and warranties shall be true and correct) on and as of the date of each such increase. (ib) without In the event that the Company and one or more of the Banks (or other financial institutions that may elect to participate with the consent of the Required BanksAdministrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)) shall agree, in accordance with subsection 2.20(a), upon such an increase in the aggregate Commitments, the aggregate amount Company, the Administrative Agent and each financial institution in question shall enter into a Commitment Increase Supplement (a form of increased which is attached hereto as Exhibit F) setting forth the amounts of the increase in Commitments obtained after and providing that the Closing Date pursuant additional financial institutions participating shall be deemed to be included as Banks for all purposes of this paragraphAgreement. Upon the execution and delivery of such Commitment Increase Supplement as provided above, together with any increase and upon the satisfaction of commitments under such other conditions as the 5-Year Revolving Facility Administrative Agent may reasonably specify (or any facility that replaces or refinances including the 5-Year Revolving Facilitydelivery of certificates and legal opinions on behalf of the Company relating to the amendment and new Notes), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph Agreement shall be in a minimum amount of at least $10,000,000. deemed to be amended accordingly. (c) No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially Commitment in the form event of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to request by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionhereunder.

Increase of Commitments. Subject to the approval of the Agent (awhich shall not be unreasonably withheld, delayed or, except with respect to the fees to be paid to Agent for arranging the increase, conditioned), the Borrower shall have the right to request an increase in the aggregate amount of the Commitments by providing written notice to the Agent, which notice shall be irrevocable once given; provided that (i) the aggregate amount of such increases in the Commitments pursuant to this Section 2.14 shall not exceed $100,000,000 in the aggregate; (ii) the Borrower may not exercise its rights pursuant to this Section 2.14 more than two (2) times; and (iii) the Borrower may not exercise its rights under this Section 2.14 if there are less than twelve (12) full months to the Termination Date. Each such increase in the Commitments must be an aggregate minimum amount of $25,000,000 and integral multiples of $1,000,000 in excess thereof. The Company and any one or more Banks (including New Banks) may, at any time when no Default or Event Agent shall promptly notify each Lender of Default has occurred and is continuing, agree such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Banks Lender’s Commitment Percentage shall make, obtain or not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the Agent. Each Lender shall notify the Agent within ten (10) Business Days after receipt of the Agent’s notice whether such Lender wishes to increase the amount of their Commitments by executing and delivering its Commitment. If a Lender fails to deliver any such notice to the Agent an Increased Commitment Notice specifying (i) the amount of within such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoingtime period, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph then such Lender shall be in a minimum amount of at least $10,000,000deemed to have declined to increase its Commitment. No Bank Lender shall have be required to increase its Commitment and any obligation new Lender(s) becoming a party to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute such requested increase must be an Eligible Assignee. As a New Bank supplement, substantially condition to any such increase in the form Commitment, the Borrower shall pay to the Agent such fees as it may require in connection with the arrangement of Exhibit J-1such increase, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the Lenders acquiring such increase such fees as they may require in connection therewith, which fees shall, when paid, be fully earned and non-refundable under any circumstances. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same extent day funds, an amount equal to the sum of (a) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (b) the aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.3(j) which have not been repaid, and the Borrower shall pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if originally any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by or on behalf of the Borrower or any other Obligor in any Loan Document is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and agreements as the Agent may reasonably request and (including as to B) the initial interest applicable to such Loans)Borrower shall make appropriate arrangements so that each new Lender, and payments of principalany existing Lender increasing its Commitment, interest and fees under this Agreement shall be made by receives a new or replacement Revolving Note, as appropriate, in the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to Lender’s Commitment contemporaneously with the Banks in respect effectiveness of the Loans will be made to give effect to applicable increase in the allocations or reallocations described in this subsectionaggregate amount of Commitments.

Increase of Commitments. (a) The Company and any one With the prior consent of the Agent, such consent not to be unreasonably withheld, conditioned or more Banks (including New Banks) maydelayed, the Borrower shall have the right at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase from time to time to request increases in the aggregate amount of their the Commitments by executing and delivering (provided that after giving effect to any increases in the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required BanksCommitments pursuant to this Section, the aggregate amount of increased the Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall may not exceed $750,000,000 and (ii500,000,000) without the consent of by providing written notice to the Agent, each increase effected pursuant to this paragraph which notice shall be irrevocable once given and shall be forwarded by the Agent to each Lender; provided, however, the Borrower shall not have the right to make more than 4 requests for increases in a the aggregate amount of the Commitments during the term of this Agreement. Each such increase in the Commitments must be in an aggregate minimum amount of at least $10,000,00025,000,000 and integral multiples of $5,000,000 in excess thereof. No Bank Lender shall have be required to increase its Commitment and any obligation new Lender becoming a party to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall execute on the date it becomes a New Bank supplementLender hereunder (or increases its Commitment, substantially in the form case of Exhibit J-1, whereupon such bank, financial institution or an existing Lender) (and as a condition thereto) purchase from the other entity Lenders its Commitment Percentage (a “New Bank”) shall become a Bank for all purposes and as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same extent day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if originally any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase and after giving effect thereto (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and agreements as the Agent may reasonably request and (including as to b) the initial interest applicable to such Loans)Borrower shall make appropriate arrangements so that each new Lender, and payments of principalany existing Lender increasing its Commitment, interest and fees under this Agreement shall be made by receives a new or replacement Note, as appropriate, in the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to the Banks in respect Lender’s Commitment within 5 Business Days of the Loans will be made to give effect to effectiveness of the allocations or reallocations described applicable increase in this subsectionthe aggregate amount of Commitments.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering Upon notice to the Agent an Increased Commitment Notice specifying (iwho shall promptly notify the Lenders), the Borrower may, from time to time prior to the day which is the fifty-four (54) month anniversary of the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding , request an increase in the foregoingAggregate Commitments up to an aggregate of $500,000,000; provided that, (i) without in the consent of event the Required BanksBorrower has reduced the Aggregate Commitments pursuant to Section 2.5, the aggregate amount of increased increases in the Aggregate Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), Section 2.6 shall not exceed $750,000,000 200,000,000; provided further that any increase in the Aggregate Commitments pursuant to this Section 2.6 shall not increase the Alternative Currency Sublimit. At the time of sending such notice, the Borrower (in consultation with the Agent) shall specify the time period within which each Lender is requested to respond to such request. Each Lender shall respond within such time period to the Agent as to whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to or less than its Commitment Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment. The Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, the Borrower may also (i) request that one or more other Lenders, in their sole and absolute discretion, nonratably increase their Commitment(s) and/or (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any invite additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects Eligible Assignees to become a “Bank” Lenders under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits terms of this Agreement. (cb) Initial Loans made under If any Commitments are increased in accordance with this Section, the Agent and the Borrower shall determine the effective date of such increased Commitments increase (the “Increase Effective Date”). The Agent and the Borrower shall be made pursuant promptly confirm in writing to funding procedures then agreed the Lenders the final allocation of such increase and the Increase Effective Date. As a condition precedent to such increase, the Borrower shall deliver to the Agent a certificate dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of the Borrower (i) certifying and attaching the resolutions adopted by the Company Borrower and the Agent (including as to the initial interest applicable each Guarantor approving or consenting to such Loans)increase, and payments of principal, interest and fees under this Agreement shall be made by the Company to give (ii) including a Compliance Certificate demonstrating pro forma compliance with Article 12 after giving effect to such procedures increase and (iii) certifying that before and after giving effect to such increase, the timing representations and warranties contained in Article 9 are true and correct on and as of the Increase Effective Date and no Default exists. If requested by the applicable Lenders (through the Agent), the Borrower shall deliver new or amended Notes reflecting the new or increased Commitment of each new or affected Lender as of the Increase Effective Date. The Borrower shall prepay any Libor Loans outstanding on the Increase Effective Date (and pay any costs incurred in connection with such increased Commitments. Payments prepayment pursuant to Section 6.5) to the Banks extent necessary to keep outstanding Loans ratable with any revised Commitment Percentages arising from any nonratable increase in respect of the Loans will be made to give effect Aggregate Commitments under this Section. (c) This Section shall supersede any provision in Section 15.10 to the allocations or reallocations described in this subsectioncontrary.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) mayWith the prior consent of the Agent, the Borrower shall have the right at any time when no Default or Event and from time to time during the term of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase this Agreement to request increases in the aggregate amount of their the Commitments by executing and delivering (provided that after giving effect to any increases in the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required BanksCommitments pursuant to this Section, the aggregate amount of increased the Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall may not exceed $750,000,000 and (ii800,000,000) without the consent of by providing written notice to the Agent, each increase effected pursuant to this paragraph which notice shall be irrevocable once given. Each such increase in a the Commitments must be in an aggregate minimum amount of at least $10,000,00025,000,000 and integral multiples of $5,000,000 in excess thereof. No Bank Lender shall have be required to increase its Commitment and any obligation new Lender becoming a party to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall execute on the date it becomes a New Bank supplementLender hereunder (or increases its Commitment, substantially in the form case of Exhibit J-1an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (or in the case of an existing Lender, whereupon such bankthe increase in the amount of its Commitment Percentage, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and in each case as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same extent day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if originally any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and agreements as the Agent may reasonably request and (including as to b) the initial interest applicable to such Loans)Borrower shall make appropriate arrangements so that each new Lender, and payments of principalany existing Lender increasing its Commitment, interest and fees under this Agreement shall be made by receives a new or replacement Note, as appropriate, in the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to the Banks in respect Lender’s Commitment within 2 Business Days of the Loans will be made to give effect to effectiveness of the allocations or reallocations described applicable increase in this subsectionthe aggregate amount of Commitments.

Increase of Commitments. (a) The Company If, prior to and after giving effect to any one increase in the Commitments pursuant to this Section 2.19, no Default, Event of Default or more Banks (including New Banks) mayMaterial Adverse Effect shall have occurred and be continuing, Borrower may at any time when no Default or Event and from time to time, request an increase of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their aggregate Commitments by executing and delivering notice to the Administrative Agent an Increased Commitment Notice specifying (i) in writing of the amount of such proposed increase and (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $10,000,000, (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased cumulative increase in Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), Section 2.19 shall not exceed $750,000,000 200,000,000, (iii) the sum of the Commitments of all Lenders under this Agreement shall not exceed $500,000,000, (iv) the Commitment of any Lender may not be increased without such Lender’s consent, which consent may be withheld in such Lender’s sole and absolute discretion, and (iiv) without the consent of Market Value is equal to or greater than four (4) times the AgentThreshold Value (calculated at the time of, each increase effected pursuant to this paragraph shall be and after giving effect to, such increase). If the conditions in a minimum amount of at least $10,000,000. No Bank shall clauses (i) through (v) above have any obligation to participate in any increase described in this paragraph unless it agrees to do so been satisfied, the Borrower may, in its sole discretion. (b) Any additional bank, financial institution or other entity which, but with the consent of the Company and the Administrative Agent as to any Person that is not at such time a Lender (which consents consent shall not be unreasonably withheld or delayed), elects offer to become any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in all or a portion of the increased Commitments pursuant to paragraph (c) below by notifying the Administrative Agent. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrower of its desire to offer increased Commitments to certain existing Lenders, to the additional banks or to financial institutions identified therein or such additional banks or financial institutions identified by the Administrative Agent and approved by the Borrower, the Administrative Agent shall notify such proposed lenders of the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitments. (b) Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.19 shall, in each case, execute an agreement (a “Bank” under this Agreement Commitment Increase Agreement”), in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of attached hereto as Exhibit J-1G, with the Borrower and the Administrative Agent, whereupon such bankLender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. Any Lender that fails to timely execute and deliver a Commitment Increase Agreement as reasonably requested by the Administrative Agent shall be deemed to have rejected Borrower’ offer to increase its Commitment. Any additional bank or financial institution or other entity that the Borrower selects to offer participation in the increased Commitments shall execute and deliver to the Administrative Agent a New Lender Agreement (a “New BankLender Agreement”), in substantially the form attached hereto as Exhibit H, setting forth its Commitment, and upon the effectiveness of such New Lender Agreement such bank or financial institution (a “New Lender”) shall become a Bank Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Commitments of the Lenders by the Commitment of such New Lender, provided that the Commitment of any New Lender shall be an amount not less than $5,000,000. Each New Lender Agreement shall be irrevocable and shall be effective upon notice thereof by the Administrative Agent at the same time as that of all other New Lenders. Nothing contained in this Section 2.19 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder. (c) Initial The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower and legal opinions of counsel to the Borrower as the Administrative Agent shall reasonably request with respect thereto, in each case in form and substance reasonably satisfactory to the Administrative Agent. Once a New Lender Agreement or Commitment Increase Agreement becomes effective, the Administrative Agent shall reflect the increases in the Commitments effected by such agreements by appropriate entries in the Register. (d) If any bank or financial institution becomes a New Lender pursuant to Section 2.19(b) or any Lender’s Commitment is increased pursuant to Section 2.19(b), additional Revolving Credit Loans made under any such increased Commitments on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pursuant to funding procedures then agreed to by the Company and the Agent pro rata based on their respective Commitments in effect on or after such Re-Allocation Date (including as except to the initial interest applicable extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments, to such Loansthe extent of, and pro rata based on, their respective Commitments), and payments continuations of principal, interest and fees under this Agreement Loans outstanding on such Re-Allocation Date shall be made effected by repayment of such Loans on the Company to give effect to last day of the Interest Period applicable thereto or, in the case of ABR Loan(s), on the date of such procedures increase, and the timing making of new Loans of the same Type pro rata based on the respective Commitments; provided, however, for purposes of Section 4.02, the making of such increased Commitments. Payments new Loans shall be deemed continuations of Borrowings. (e) If on any Re-Allocation Date there is an unpaid principal amount of Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to prepay any thereof in accordance with the Banks in respect applicable provisions of the this Agreement), and interest on and repayments of such Eurodollar Loans will be made to give effect paid thereon to the allocations or reallocations described in this subsectionrespective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.

Increase of Commitments. Upon at least 15 days' prior notice to the Agent (awhich notice the Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, subject to the terms and conditions set forth below and with the consent of the Banks as set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000. Any such increase shall apply, at the option of the Borrower, (x) The Company and any to the Commitment of one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree provided that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of Required Banks (including each Bank whose Commitment is to be increased) shall consent to such increase and increase, (ii) the applicable Increased amount set forth on the signature pages hereof opposite the name of each Bank the Commitment Closing Date. Notwithstanding of which is being so increased shall be amended to reflect the foregoingincreased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks or (y) to the creation of a new Commitment of an institution not then a Bank hereunder, provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Agent of counterparts of this Agreement, (ii) the Required Banks shall consent to the creation of such Commitment of such Bank, (iii) the signature pages hereof shall be amended to reflect the Commitment of such new Bank, (iv) the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (v) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks and (vi) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Agent; provided further that any such increase or creation may apply, at the option of the Borrower, as set forth in clause (x) or (y) above but without the consent of the Required BanksBanks so long as the amount of such increase or the amount of such new Commitment so created, as the case may be, when added to the aggregate amount of increased all such prior increases in the Commitments obtained and all such prior creations of new Commitments, in each case created on or after the Closing Date Effective Date, does not exceed $125,000,000. It is understood that any increase in the amount of the Commitments pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), Section 2.17 shall not exceed $750,000,000 and (ii) without the consent constitute an amendment of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in or the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this AgreementNotes. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at At any time when after the Closing Date, provided that no Default or Event of Default has shall have occurred and is be continuing, agree that such Banks shall make, obtain the Borrower may request from time to time one or increase more increases of the Commitments by notice to the Agent in writing of the amount of their each such proposed increase (each such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank other than a Defaulting Bank the opportunity to subscribe for its pro rata share of the requested increase in the Commitments, and the Agent shall promptly provide to each Bank a copy of any Commitment Increase Notice received by the Agent. Within 10 Business Days after receipt by the Agent of the applicable Commitment Increase Notice, each Bank that is not a Defaulting Bank wishing to subscribe for its pro rata share of the requested increase in the Commitments by executing and delivering must deliver written notice of such fact to the Agent an Increased Commitment Notice specifying (i) Agent. If any portion of the amount of requested increase in the Commitments is not subscribed for by the Banks within such increase and (ii) 10-day period, the applicable Increased Commitment Closing Date. Notwithstanding the foregoingBorrower may, (i) without in its sole discretion, but with the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant Agent as to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility Person that is not at such time a Bank that is not a Defaulting Bank (which consent shall not be unreasonably withheld or any facility that replaces or refinances the 5-Year Revolving Facilitydelayed so long as such Person is an Eligible Assignee), shall offer to any existing Bank that is not exceed $750,000,000 and (ii) without a Defaulting Bank or to one or more additional banks or financial institutions the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation opportunity to participate in any all or a portion of such unsubscribed portion of the requested increase described in this paragraph unless it agrees the Commitments pursuant to do so in its sole discretionSection 2.05(b) or (c) below, as applicable. (b) Any additional bank, bank or financial institution or other entity which, with that the consent Borrower selects to offer a participation in the unsubscribed portion of the Company increased Commitments, and the Agent (which consents shall not be unreasonably withheld or delayed), that elects to become a “Bank” under party to this Agreement in connection with any transaction described in subsection 2.21(a) and obtain a Commitment, shall execute an agreement (a “New Bank supplementAgreement”), substantially in the form of Exhibit J-1required by the Agent, with the Borrower and the Agent, whereupon such bank, bank or financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $5,000,000. (c) Initial Any Bank that accepts an offer by the Borrower to increase its Commitment pursuant to this Section 2.05 shall, in each case, execute a commitment increase agreement (a “Commitment Increase Agreement”), in the form required by the Agent, with the Borrower and the Agent, whereupon such Bank shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the signature pages hereof shall be deemed to be amended to reflect such increase in the Commitment of such Bank. (d) The effectiveness of any New Bank Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower and legal opinions of in-house counsel to the Borrower, if any, as the Agent shall reasonably request with respect thereto. (e) If any bank or financial institution becomes a New Bank pursuant to Section 2.05(b) or if any Bank’s Commitment is increased pursuant to Section 2.05(c), additional Loans and additional liability for Facility Letters of Credit made under or issued on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on each Bank’s (including each New Bank’s) respective Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Bank making an aggregate principal amount of Loans and incurring liability for the Facility Letters of Credit in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Bank and/or Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Loans outstanding on such Re-Allocation Date shall be made effected by repayment of such Eurodollar Rate Loans on the last day of the Rate Period applicable thereto and the extension of new Eurodollar Rate Loans pro rata based on the Banks’ respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Alternate Base Rate Loans outstanding, the Borrower shall make prepayments thereof and borrow new Alternate Base Rate Loans so that, after giving effect thereto, the Alternate Base Rate Loans outstanding are held pro rata based on the Banks’ respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Eurodollar Rate Loans outstanding, such Eurodollar Rate Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Rate Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Loans will be paid thereon to the respective Banks holding such Eurodollar Rate Loans pro rata based on the respective principal amounts thereof outstanding. (f) Notwithstanding anything to the contrary in this Section 2.05, (i) no Bank shall have any obligation to increase its Commitment under this Section 2.05 unless it agrees in writing to do so in its sole discretion, (ii) no Bank shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Commitments pursuant to funding procedures then agreed this Section 2.05, (iii) the Agent shall have no obligation to find or locate any New Bank to participate in any unsubscribed portion of any increase in the Commitments requested by the Company Borrower, (iv) each increase in the Commitments requested by the Borrower shall not be less than $10,000,000, (v) after giving effect to any increase in the Commitments pursuant to this Section 2.05, the sum of the Commitments shall not exceed $700,000,000, and (vi) in the event the Borrower reduces the Commitments pursuant to Section 4.07 or any other provision of this Agreement more than one time during the term of this Agreement, the ability of the Borrower to request increases in the Commitments pursuant to this Section 2.05 shall automatically terminate. (g) The Borrower shall execute and deliver to the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made for delivery by the Company Agent to give each applicable Bank) a new Note payable to each applicable Bank (including each New Bank) participating in any increase of the Commitments in the original principal amount of such Bank’s Commitment after giving effect to any such procedures and the timing of such increased Commitments. Payments to the Banks in respect increase of the Loans will be made to give effect to the allocations or reallocations described in this subsectionCommitments.

Increase of Commitments. (a) The Company may from time to time, by notice to the Agent, request that the aggregate Commitments be increased by an amount that will not result in the aggregate Commitments under this Agreement plus the "Commitments" under the Other Credit Agreement to exceed $1,000,000,000. Each such notice shall set forth the requested amount of the increase in the Commitments and any the date on which such increase is to become effective. The Company shall have the right, but not the obligation, to arrange for one or more commercial banks or other financial institutions (any such bank or other financial institution being called an "Augmenting Bank"), which may include any Bank, to extend Commitments or increase their existing Commitments in an aggregate amount up to, but not greater than, the requested increase, provided that each Augmenting Bank, if not already a Bank hereunder (i) shall extend a new Commitment of not less than $10,000,000, (ii) shall execute all such documentation as the Agent shall specify to evidence its status as a Bank hereunder and (iii) shall be consented to by the Agent. If (and only if) Banks (including New Augmenting Banks) mayshall have agreed to increase their aggregate Commitments or to extend new Commitments in an aggregate amount not less than $10,000,000 in the aggregate, at any time when no Default or Event of Default has occurred such increases and is continuingsuch new Commitments shall become effective on the date agreed to by the Company, agree that such the Augmenting Banks shall make, obtain or increase and the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing DateAgent. Notwithstanding the foregoing, no increase in the aggregate Commitments (ior in the Commitment of any Bank) without shall become effective under this paragraph unless, on the consent date of such increase, the conditions set forth in Section 4.2 shall be satisfied (with all references in such paragraphs to a Loan being deemed to be references to such increase) and the Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Required Banks, Company. Upon the aggregate amount effectiveness of increased Commitments obtained after the Closing Date any increase pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent Section 2.14 of the Agentaggregate Commitments and any resulting adjustment in the Pro Rata Share, the Banks and the Augmenting Banks will purchase from each increase effected pursuant other and sell to this paragraph shall be in a minimum amount each other outstanding Loans sufficient to cause the outstanding Loans of at least $10,000,000. No each Bank shall have any obligation and Augmenting Bank to participate in any increase described in this paragraph unless it agrees to do equal its Pro Rata Share (as so in its sole discretion. (badjusted) Any additional bank, financial institution or other entity which, with the consent of the Company aggregate outstanding Loans. Such purchase and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments sale shall be made pursuant to funding procedures then agreed to by Section 10.7 except that no minimum amount shall be required, no processing fee shall be charged and, if any Bank shall suffer a loss or incur an expense as a result of the effectiveness of such purchase or sale being during an Interest Period, the Company and shall reimburse such Bank the Agent (including as to the initial interest applicable to amount of such Loans), and payments of principal, interest and fees under this Agreement loss or expense. Each such Bank shall be made by furnish the Company with a certificate setting forth the basis for determining the amount to give effect be paid to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionit hereunder.

Increase of Commitments. (a) The Company Upon at least five days’ prior notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, subject to the terms and any one or more Banks (including New Banks) mayconditions set forth below, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or to increase the aggregate amount of their the Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying in multiples of $5,000,000; provided that (i) such increase may be effected by increasing the Commitment, so long as such increase satisfies all terms and conditions herein, including, but not limited to, this Section 2.17, (ii) the amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Amendment Effective Date, does not exceed the sum of $500,000,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $2,200,000,000. (a) Any such increase in the Commitments (the “Incremental Commitments”) hereunder shall apply, at the option of the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent, each Issuing Bank and each Bank the Commitment of which is to be increased shall consent to such increase, (ii) the applicable Increased amount set forth on the Commitment Closing Date. Notwithstanding Schedule opposite the foregoingname of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) without such institution becomes a party to this Agreement as a Bank by execution and delivery to the consent Borrower and the Administrative Agent of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the Required Bankscreation of such Commitment of such Bank, the aggregate amount Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of increased the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments obtained of the Banks after giving effect to the Closing Date changes made pursuant to this paragraphSection 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, together such institution must be consented to by the Administrative Agent and the Issuing Bank. The date on which the conditions set forth in this paragraph are satisfied is the “Increased Amount Date” and each such Bank providing an Incremental Commitment, an “Incremental Bank”. (b) On any Increased Amount Date on which any Incremental Commitments are effective, subject to the satisfaction of the foregoing conditions, each Incremental Bank shall become a Bank hereunder with respect to its Incremental Commitment and the incremental loans made pursuant thereto. (c) The Administrative Agent shall notify the Banks promptly upon receipt of the Borrower’s notice of the Increased Amount Date and in respect thereof of Incremental Commitments and the Incremental Banks. (d) The terms and provisions of the Incremental Commitments and any Borrowing in respect of such Incremental Commitments shall be, except as otherwise set forth herein, identical to the Commitments on the Amendment Effective Date and any other Loans made under this Agreement. (e) It is understood that any increase of commitments under in the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent amount of the Agent, each increase effected Commitments pursuant to this paragraph Section 2.17 shall be in a minimum amount not constitute an amendment of at least $10,000,000. No this Agreement or the Notes and that no Bank shall have any obligation to participate in any such increase described in this paragraph unless it agrees to do so except in its absolute and sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. Subject to the approval of the Agent (awhich shall not be unreasonably withheld, delayed or, except with respect to the fees to be paid to Agent for arranging the increase, conditioned), the Borrower shall have the right to request an increase in the aggregate amount of the Commitments by providing written notice to the Agent, which notice shall be irrevocable once given; provided that (i) the aggregate amount of such increases in the Commitments pursuant to this Section 2.14 shall not exceed $50,000,000 in the aggregate; (ii) the Borrower may not exercise its rights pursuant to this Section 2.14 more than two (2) times; and (iii) the Borrower may not exercise its rights under this Section 2.14 if there are less than six (6) full months to the Termination Date. Each such increase in the Commitments must be an aggregate minimum amount of $15,000,000 and integral multiples of $1,000,000 in excess thereof. The Company and any one or more Banks (including New Banks) may, at any time when no Default or Event Agent shall promptly notify each Lender of Default has occurred and is continuing, agree such request. Each existing Lender shall have the right to increase its Commitment by an amount so that such Banks Lender’s Commitment Percentage shall make, obtain or not be decreased as a result of such requested increase in the Commitments. All other allocations of such requested increase shall be subject to the approval of the Agent. Each Lender shall notify the Agent within ten (10) Business Days after receipt of the Agent’s notice whether such Lender wishes to increase the amount of their Commitments by executing and delivering its Commitment. If a Lender fails to deliver any such notice to the Agent an Increased Commitment Notice specifying (i) the amount of within such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoingtime period, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph then such Lender shall be in a minimum amount of at least $10,000,000deemed to have declined to increase its Commitment. No Bank Lender shall have be required to increase its Commitment and any obligation new Lender(s) becoming a party to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute such requested increase must be an Eligible Assignee. As a New Bank supplement, substantially condition to any such increase in the form Commitment, the Borrower shall pay to the Agent such fees as it may require in connection with the arrangement of Exhibit J-1such increase, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the Lenders acquiring such increase such fees as they may require in connection therewith, which fees shall, when paid, be fully earned and non-refundable under any circumstances. In the event a new Lender or Lenders become a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same extent day funds, an amount equal to the sum of (a) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (b) the aggregate amount of payments previously made by the other Lenders under Sections 2.2(e) or 2.3(j) which have not been repaid, and the Borrower shall pay to such other Lenders interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall also pay to the Lenders amounts payable, if originally any, to such Lenders under Section 4.4 as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if either (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by or on behalf of the Borrower or any other Obligor in any Loan Document is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (A) any Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and agreements as the Agent may reasonably request and (including as to B) the initial interest applicable to such Loans)Borrower shall make appropriate arrangements so that each new Lender, and payments of principalany existing Lender increasing its Commitment, interest and fees under this Agreement shall be made by receives a new or replacement Revolving Note, as appropriate, in the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to Lender’s Commitment contemporaneously with the Banks in respect effectiveness of the Loans will be made to give effect to applicable increase in the allocations or reallocations described in this subsectionaggregate amount of Commitments.

Increase of Commitments. (a) The In addition to increases in the Commitment pursuant to Section 2.4, the Company and any one or more Banks (including New Banks) maymay from time to time, on the terms set forth below, request that the Commitments hereunder be increased to an amount which does not exceed $2,000,000,000; provided, however, that an increase in the Commitments hereunder may only be made at any a time when (i) no Default or Event of Default has shall have occurred and is continuing, agree that such Banks shall make, obtain be continuing or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase would result therefrom and (ii) the applicable Increased Commitment Closing Date. Notwithstanding Company’s senior long-term indebtedness (without giving effect to any third-party credit enhancement) is rated at least BBB- by S&P, Baa3 by ▇▇▇▇▇’▇ or BBB- by Fitch. (b) In the foregoingevent of such a requested increase in the Commitments, (i) without each of the Banks shall be given the opportunity to participate in the increased Commitments (x) initially ratably in the proportion that its Commitment bears to the Commitments and (y) to the extent that the requested increase of Commitments is not fulfilled pursuant to the preceding clause (x) and subject to clause (d) below, in such additional amounts as a Bank desires, (ii) if an executive officer of the Company knows that a Potential Default then exists or would result upon giving effect to such increase in the Commitments, then the Company shall provide written notice thereof to the Administrative Agent and such Bank prior to such Bank agreeing to (or declining) such requested increase in the Commitments, and (iii) to the extent that the Banks do not elect so to participate in such increased Commitments after being afforded an opportunity to do so, then the Company shall consult with the Administrative Agent as to the number, identity and requested Commitments of additional financial institutions which the Company may, upon the written consent of the Required BanksAdministrative Agent, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), which consent shall not exceed $750,000,000 and be unreasonably withheld, conditioned or delayed, invite to participate in the Commitments. (iic) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees its Commitment pursuant to do so a request by the Company hereunder. No Bank shall be deemed to have approved an increase in its sole discretionCommitment unless such approval is in writing. Failure on the part of a Bank to respond to a request by the Company hereunder shall be deemed a rejection of such request. (bd) Any additional bankIn no event shall any Bank’s Commitment, financial institution or other entity whichas a direct result of an increase in its Commitment hereunder pursuant to this Section 2.23, with the consent exceed 20% of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” Commitments under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (ce) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by If the Company and one or more of the Banks (or other financial institutions) agree upon such an increase in the Commitments hereunder (i) the Company, the Administrative Agent and each Bank or other financial institution increasing its Commitment or extending a new Commitment shall enter into a consent in substantially the form of Exhibit K hereto and (including as ii) the Company shall furnish new Notes to each financial institution that is extending a new Commitment and to each Bank which is increasing its Commitment to the initial interest applicable to extent requested by any such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations financial institution or reallocations described in this subsectionBank.

Increase of Commitments. (a) The Company and any one or more Banks . (including New Banksa) may, at any time when So long as no Default or Event of Default has or Material Adverse Effect shall have occurred and is continuingbe continuing on the date of increase, agree that such Banks shall makethe Borrower may at any time and from time to time, obtain or but in no event more than two (2) times in any fiscal year, request an increase of the amount of their aggregate Commitments by executing and delivering notice under Section 2.20(a) or (b) to the Administrative Agent an Increased Commitment Notice specifying (i) in writing of the amount of such proposed increase and (such notice, a “Commitment Increase Notice”); provided, however, that (i) each such increase shall be at least $25,000,000, (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoingcumulative increase in Commitments pursuant to this Section 2.20 shall not exceed $200,000,000, (iiii) the Commitment of any Lender may not be increased without the consent of the Required Bankssuch Lender’s consent, and (iv) the aggregate amount of increased the Lenders’ Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) 500,000,000 without the consent approval of the AgentRequired Lenders. If the Borrower elects to increase the aggregate Commitments by increasing the Commitment of a Lender, each increase effected pursuant to this paragraph the Borrower, the Administrative Agent and such Lender shall be in execute an agreement (a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed“Commitment Increase Agreement”), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of attached hereto as Exhibit J-1B, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and Lender shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments Agreement with respect to the full amount of its Commitment as so increased, and the definition of Commitment in Section 1.01 and Schedule 2.01 hereof shall be made pursuant deemed to funding procedures then agreed be amended to by the Company and the Agent (including as reflect such increase. No Lender shall have any obligation whatsoever to the initial interest applicable agree to such Loans), and payments of principal, interest and fees under this increase its Commitment. Each Commitment Increase Agreement shall be made irrevocable and shall be effective upon notice thereof by the Company to give effect to such procedures and Administrative Agent at the timing same time as that of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionall other increasing Lenders.

Increase of Commitments. (a) The Company Borrower shall have the right to request increases in the aggregate amount of the Commitments by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such increases the aggregate amount of the Commitments shall not exceed $450,000,000. Each such increase in the Commitments must be an aggregate minimum amount of $20,000,000 and integral multiples of $10,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders, provided that, such existing Lenders and such other banks, financial institutions and other institutional lenders, and the amounts of their respective increases in Commitments or new Commitments, as the case may be, shall be reasonably acceptable to the Borrower. No Lender shall be obligated in any way whatsoever to increase its Commitment or provide a new Commitment, and any one new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or more Banks if any existing Lender is increasing its Commitment, such Lender shall on the date it becomes a Lender hereunder (including New Banksor in the case of an existing Lender, increases its Commitment) may(and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ respective Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, at by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender, plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) that have not been repaid, plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any time when such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default has occurred shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is continuing, agree a party shall be true and correct in all material respects on the effective date of such increase except to the extent that such Banks representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall makehave been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances or transactions, obtain in either event, not prohibited hereunder, and (z) the Administrative Agent shall have received each of the following, in form and substance substantially consistent with the corresponding documents delivered on the Agreement Date or increase the amount of their Commitments by executing and delivering otherwise reasonably satisfactory to the Agent an Increased Commitment Notice specifying Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership or other necessary action taken by each Guarantor authorizing the guaranty of such increase; (ii) an opinion of counsel to the Borrower and the Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (iii) except in the case of a new Lender or an existing Lender that has requested not to receive a Revolving Note, new Revolving Notes executed by the Borrower, payable to any new Lenders and replacement Revolving Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such increase and (ii) Lender’s Commitment at the time of the effectiveness of the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, increase in the aggregate amount of increased the Commitments. In connection with any increase in the aggregate amount of the Commitments obtained after the Closing Date pursuant to this paragraph, together with Section 2.16. any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to agreements as the benefits of this AgreementAdministrative Agent may reasonably request. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) mayWith the prior consent of the Agent, the Borrower shall have the right at any time when no Default or Event and from time to time during the term of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase this Agreement to request increases in the aggregate amount of their the Commitments by executing and delivering (provided that after giving effect to any increases in the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required BanksCommitments pursuant to this Section, the aggregate amount of increased the Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall may not exceed $750,000,000 and (ii300,000,000) without the consent of by providing written notice to the Agent, each increase effected pursuant to this paragraph which notice shall be irrevocable once given. Each such increase in a the Commitments must be in an aggregate minimum amount of at least $10,000,00010,000,000 and integral multiples of $5,000,000 in excess thereof. No Bank Lender shall have be required to increase its Commitment and any obligation new Lender becoming a party to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall execute on the date it becomes a New Bank supplementLender hereunder (or increases its Commitment, substantially in the form case of Exhibit J-1, whereupon such bank, financial institution or an existing Lender) (and as a condition thereto) purchase from the other entity Lenders its Commitment Percentage (a “New Bank”) shall become a Bank for all purposes and as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders at the Principal Office, in same extent day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.2.(e) and Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if originally any, to such Lenders under Section 5.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely 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 except for changes in factual circumstances not prohibited under the Loan Documents). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and shall be bound agreements as the Agent may reasonably request and (b) the Borrower shall, if requested by the affected Lender, make appropriate arrangements so that each new Lender, and entitled any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such Lender’s Commitment within 2 Business Days of the effectiveness of the applicable increase in the aggregate amount of Commitments. Each of the parties hereto hereby agrees that, upon the effectiveness of any increase of Commitments under this Section 2.15., the Agent may (without the consent of any Lender) amend this Agreement to the benefits of this Agreement. extent (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as but only to the initial interest applicable extent) necessary to such Loans), and payments reflect the increase of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. (a) The At the request of the Company and any to the Administrative Agent, the aggregate Commitments hereunder may be increased after the Closing Date on one or more Banks occasions; provided that (including New Banksi) mayeach such increase is in a minimum amount of $5,000,000 or $5,000,000 increments in excess thereof, at (ii) the sum of the aggregate Commitments hereunder and the principal amount of Loans then outstanding shall not exceed $1,000,000,000 after giving effect to such increases, (iii) no Commitment of any time when Bank may be increased without its consent, (iv) the consent of the Administrative Agent is obtained (which consent shall not be unreasonably withheld, conditioned or delayed), (v) the Company may make a maximum of ten such requests, (vi) no Default or Event of Default has shall have occurred and is continuingbe continuing on and as of the date of each such increase or after giving effect thereto, agree that such Banks shall make, obtain or increase and (vii) each of the amount of their Commitments by executing representations and delivering warranties made on the Closing Date are true and correct in all material respects (except (x) to the Agent extent such representations and warranties expressly relate solely to an Increased Commitment Notice specifying (i) the amount earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such increase earlier date and (iiy) to the applicable Increased Commitment Closing Date. Notwithstanding extent such representations and warranties are qualified by materiality in the foregoingtext thereof, in which case such representations and warranties shall be true and correct) on and as of the date of each such increase. (ib) without In the event that the Company and one or more of the Banks (or other financial institutions that may elect to participate with the consent of the Required BanksAdministrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed)) (each, an “Incremental Bank”) shall agree, in accordance with subsection 2.20(a), upon such an increase in the aggregate Commitments, the aggregate amount Company, the Administrative Agent and each financial institution in question shall enter into a Commitment Increase Supplement setting forth the amounts of increased the increase in Commitments obtained and providing that the additional financial institutions participating shall be deemed to be included as Banks for all purposes of this Agreement. Upon the execution and delivery of such Commitment Increase Supplement as provided above, and upon the satisfaction of such other conditions as the Administrative Agent may reasonably specify (including the delivery of certificates and legal opinions on behalf of the Company relating to the amendment and new Notes), this Agreement shall be deemed to be amended accordingly. (c) Subject to the terms and conditions hereof, each Incremental Bank severally agrees to make term loans in Dollars to the Company on a Funding Date or, if occurring after the Closing Date pursuant to this paragraphSecond Funding Date, together with any the date that the applicable commitment increase of commitments under the 5-Year Revolving Facility (or any facility becomes effective, in an aggregate principal amount that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and the amount indicated on such Incremental Bank’s Commitment Increase Supplement. (iid) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially Commitment in the form event of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to request by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionhereunder.

Increase of Commitments. (a) The Company Borrower may from time to time after the Restatement Date, by written notice to the Administrative Agent (which shall be provided four Business Days prior to the Increase Effective Date), executed by the Borrower and any one or more Banks financial institutions (including New Banks) mayany such financial institution referred to in this Section being called an “Increasing Lender”), at which may include any time when no Default Lender (acting in its sole discretion), cause new Commitments to be extended by the Increasing Lenders or Event cause the existing Commitments of Default has occurred and is continuing, agree that the Increasing Lenders to be increased (any such Banks shall make, obtain extension or increase the being called a “Commitment Increase”), in an amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying set forth in such notice; provided, that (i) the aggregate amount of the Commitment Increases becoming effective on any single date shall be at least $25,000,000 (or such increase and lesser amount consented to by the Administrative Agent), (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, at no time shall the aggregate amount of increased Commitments obtained after Commitments, giving effect to the Closing Date Commitment Increases effected pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and 4,635,000,000, (iiiii) without each Increasing Lender, if not already a Lender hereunder, (A) shall be subject to the consent approval of the Agent, Administrative Agent and each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Issuing Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents approval shall not be unreasonably withheld or delayed), elects to (B) shall complete an Administrative Questionnaire and (C) shall become a party hereto by completing and delivering to the Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Bank” under Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and shall be subject to all obligations of, a Lender hereunder and (y) Schedule 2.01 shall be deemed to have been amended to reflect the Commitments of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any Commitment Increase with respect to a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. For the avoidance of doubt, no Lender may be made an Increasing Lender without its consent. (b) On the Increase Effective Date, which shall not be less than 30 days prior to the Maturity Date, (i) the aggregate principal amount of the Loans outstanding immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date (the “Initial Loans”) shall be deemed to be repaid, (ii) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types, in the currencies and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds and in the applicable currencies of the relevant Borrowings an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the Subsequent Borrowings and (B) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the amount of the Subsequent Borrowings, (v) each Increasing Lender and each other Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vi) the Borrower shall pay each Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each non-ABR Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. Notwithstanding the foregoing, the Administrative Agent may, in its discretion, implement other procedures (such as non-pro rata Borrowings while current Interest Periods are in effect) in order to minimize or eliminate breakage costs in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreementincrease. (c) Initial Loans made Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under any this Section unless, on the date of such increased Commitments increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be made pursuant satisfied (with all references in such paragraphs to funding procedures then agreed a Borrowing being deemed to by the Company be references to such increase) and the Administrative Agent (including as shall have received, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a certificate to the initial interest applicable to that effect dated such Loans), date and payments executed by a Financial Officer of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectioneach Loan Party.

Increase of Commitments. (a) The Company Borrower may from time to time, by notice to the Administrative Agent, request that the aggregate Commitments be increased by an amount that will not result in the aggregate Commitments under this Agreement to exceed $35,000,000. Each such notice shall set forth the requested amount of the increase in the Commitments and any the date on which such increase is to become effective. The Borrower shall have the right, but not the obligation, to arrange for one or more Banks commercial banks or other financial institutions (including New Banks) mayany such bank or other financial institution being called an "Augmenting Lender"), at which may include any time when no Default or Event of Default has occurred and is continuingLender, agree that such Banks shall make, obtain to extend Commitments or increase their existing Commitments in an aggregate amount up to, but not greater than, the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying requested increase, provided that each Augmenting Lender, if not already a Lender hereunder (i) the amount shall extend a new Commitment of such increase and not less than $5,000,000, (ii) shall execute all such documentation as the applicable Increased Commitment Closing DateAdministrative Agent shall specify to evidence its status as a Lender hereunder and (iii) shall be consented to by the Administrative Agent. If (and only if) Lenders (including Augmenting Lenders) shall have agreed to increase their aggregate Commitments or to extend new Commitments in an aggregate amount not less than $5,000,000 in the aggregate, such increases and such new Commitments shall become effective on the date agreed to by the Borrower, the Augmenting Lenders and the Administrative Agent. Notwithstanding the foregoing, no increase in the aggregate Commitments (ior in the Commitment of any Lender) without shall become effective under this paragraph unless, on the consent date of such increase, the conditions set forth in Section 9.2 shall be satisfied (with all references in such paragraphs to a Loan being deemed to be references to such increase) and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Required Banks, Borrower. Upon the aggregate amount effectiveness of increased Commitments obtained after the Closing Date any increase pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent Section 2.1.2 of the Agentaggregate Commitments and any resulting adjustment in the Funding Percentage, the Lenders and the Augmenting Lenders will purchase from each increase effected pursuant other and sell to this paragraph shall be in a minimum amount each other outstanding Loans sufficient to cause the outstanding Loans of at least $10,000,000. No Bank shall have any obligation each Lender and Augmenting Lender to participate in any increase described in this paragraph unless it agrees to do equal its Funding Percentage (as so in its sole discretion. (badjusted) Any additional bank, financial institution or other entity which, with the consent of the Company aggregate outstanding Loans. Such purchase and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments sale shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement Section 12.2 except that no minimum amount shall be made by required, no processing fee shall be charged and, if any Lender shall suffer a loss or incur an expense as a result of the Company to give effect to such procedures and the timing effectiveness of such increased Commitmentspurchase or sale being during an Interest Period, the Borrower shall reimburse such Lender the amount of such loss or expense. Payments Each such Lender shall furnish the Borrower with a certificate setting forth the basis for determining the amount to the Banks in respect of the Loans will be made paid to give effect to the allocations or reallocations described in this subsectionit hereunder.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any time when So long as no Default or Event of Default has occurred then exists or would result therefrom, the Company may, at any time and is continuingfrom time to time and upon at least five (5) Business Days' notice, agree that such Banks shall make, obtain or deliver a written request to the Administrative Agent to increase the amount aggregate Commitments under this Agreement by up to $50,000,000 in the aggregate ("Commitment Increase Amount"). Each such request to increase the Commitments shall be a Commitment Increase Amount of their not less than $5,000,000 or in an integral multiple of $5,000,000 in excess thereof. The Commitment Increase Amount will be in the form of increases in the Commitments by executing under the Tranche 2 Facility. In the event the Company desires to increase the Commitments, the Administrative Agent, upon receipt of the written request from the Company described above, may offer to (x) any Bank or (y) one or more banks, financial institutions or other entities, which are not Banks and delivering are acceptable to the Administrative Agent an Increased Commitment Notice specifying in its sole discretion (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required "New Banks"), the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation opportunity to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent all of the Company and the Agent (which consents Commitment Increase Amount. No existing Bank shall not be unreasonably withheld or delayed), elects required to become a “Bank” increase its Commitment under this Agreement as a result of the Company's request for a Commitment Increase Amount and each such Bank's Commitment may only be increased by an instrument duly executed by such Bank agreeing to increase its Commitment. Any such increase shall become effective upon the execution by the Company, the Administrative Agent and any lender providing a portion of the Commitment Increase Amount of an assumption agreement in connection with any transaction described in subsection 2.21(a) shall execute form and substance reasonably satisfactory to the Administrative Agent and the Company, pursuant to which, if such lender is a New Bank, such New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for under this Agreement and the other Loan Documents with respect to its portion of the Commitment Increase Amount. Upon the effectiveness of a Commitment Increase Amount, each Bank's Pro Rata Share in the liability of each outstanding Letter of Credit shall be reallocated in accordance with the definition of "Pro Rata Share" (with written notice of such reallocation to be promptly delivered to all purposes the Banks) and if there are any outstanding Loans, the Banks and/ or such New Bank providing the Commitment Increase Amount shall make such payments among themselves as directed by the Administrative Agent so that the aggregate principal amount of Loans outstanding shall be owed to the same extent Banks based on each such Bank's Pro Rata Share of such Loans. In addition, interest payments and Letter of Credit fees to the Banks shall be reflective of such reallocated Loans and Letter of Credit liabilities as if originally a directed by the Administrative Agent. This Agreement and the other Loan Documents shall be deemed to be amended to reflect the Commitment Increase Amount and the addition of any New Banks as Banks party hereto and shall be bound by and entitled to the benefits of this Agreementthereto. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. The Borrower shall have the right at any time and from time to time from the Closing Date through and including the Termination Date to request increases in the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of increases to the Commitments may not exceed $300,000,000) by providing written notice to the Agent, which notice shall be irrevocable once given. The Agent shall deliver a copy of such notice to each Lender promptly upon receipt thereof. Each such increase in the Commitments must be in an aggregate minimum amount of $25,000,000 and $5,000,000 integral multiples in excess thereof. Notwithstanding anything herein to the contrary, the limits set forth in Sections 2.04(a) with respect to Swingline Loans and 2.05 (a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.24. No Lender shall be required to increase its Commitment. The Company Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lenders to become a party to this Agreement. All such allocations shall be in the Agent’s sole discretion but not in an amount in excess of each such Lender’s increased Commitment. If a new Lender becomes a party to this Agreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any one or more Banks outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (including New BanksA) maythe portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, at if any, to such Lenders under Section 2.14 as a result of the prepayment of any time when such Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (i) no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase exist and (ii) the applicable Increased Commitment Closing Date. Notwithstanding representations and warranties made or deemed made by the foregoingBorrower in the Loan Documents, (i) without the consent shall be true and correct in all material respects on and as of the Required Banks, date of such extension with the aggregate amount same force and effect as if made on and as of increased such date except to the extent that such representations and warranties expressly relate solely 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 except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the Commitments obtained after the Closing Date pursuant to this paragraphSection, together with (a) any increase of commitments under Lender becoming a party hereto shall execute such documents and agreements as the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 Agent may reasonably request and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bankthe Borrower shall make appropriate arrangements so that each new Lender, financial institution and any existing Lender increasing its Commitment, receives a new or other entity whichreplacement Note, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed)as appropriate, elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to the Banks in respect Lender’s Commitment within five Business Days of the Loans will be made to give effect to the allocations or reallocations described in this subsectionsuch Lender’s request therefore.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, Upon at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering least 45 days' prior notice to the Agent an Increased Commitment Notice specifying (i) which notice the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent Agent shall promptly transmit to each of the Required Banks), the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank Borrower shall have any obligation the right, subject to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, the terms and conditions set forth below and with the consent of the Company Banks as set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000. Any such increase shall apply, at the option of the Borrower, (x) to the Commitment of one or more Banks, provided that (i) the Required Banks (including each Bank whose Commitment is to be increased) shall consent to such increase, (ii) the amount set forth on the signature pages hereof opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto, the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant hereto on such date) from all the Banks or (y) to the creation of a new Commitment of an institution not then a Bank hereunder, provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits counterparts of this Agreement. , (cii) Initial Loans made under any the Required Banks shall consent to the creation of such increased Commitments Commitment of such Bank, (iii) the signature pages hereof shall be made pursuant amended to funding procedures then agreed to by reflect the Company and Commitment of such new Bank, (iv) the Agent (including as to the initial interest applicable Borrower shall issue a Note to such Loans), and payments of principal, interest and fees under this Agreement shall be made by new Bank in conformity with the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.provisions of

Increase of Commitments. (a) The Company and any shall have the right to increase the Total U.S. Commitment one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase times by obtaining additional U.S. Commitments to be provided on the amount of their Commitments by executing and delivering same terms as herein set forth with respect to the Agent an Increased Commitment Notice specifying existing U.S. Commitments, either from one or more of the U.S. Lenders or another one or more lending institutions (each such lending institution a "New Lender") provided that: (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank 25,000,000, (ii) the Company may make a maximum of 6 such requests for increases under this Section 2.09(e), (iii) the Total U.S. Commitments may not be increased in excess of $1,300,000,000 under this Section 2.09(e), (iv) no Default shall exist on the effective date of the increase or would result therefrom (including any Event of Default arising as a result of a failure to comply with the limitation on Indebtedness provisions contained in the Covered Note Documents); (v) no U.S. Lender shall have any obligation to participate in any increase described in this paragraph its U.S. Commitment unless it agrees is a party to do so in its sole discretion. an Increased Commitment Supplement; and (bvi) Any additional bankthe Administrative Agent shall have approved of any such New Lender, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall such approval not to be unreasonably withheld or delayed). Subject to the foregoing provisions, elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially an increase in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) U.S. Commitments made in accordance with this Section shall become effective on the date Administrative Agent receives: (i) a Bank for all purposes properly completed Increased Commitment Supplement executed by the Loan Parties and the U.S. Lenders willing to increase their respective U.S. Commitments or the New Lenders (if any) or by a combination of the foregoing and (ii) if requested by the Administrative Agent, legal opinions, in form and substance, and from counsel, reasonably satisfactory to the same extent as if originally Administrative Agent with respect thereto. Administrative Agent shall promptly execute any Increased Commitment Supplement so delivered in accordance with this Section and deliver a party hereto and shall be bound by and entitled copy thereof to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments other U.S. Lenders. If all existing U.S. Lenders shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect not have provided their pro rata portion of the Loans will be made to give requested increase, then after giving effect to the allocations requested increase the outstanding U.S. Revolving Loans may not be held pro rata in accordance with the new U.S. Commitments. On the Business Day following any such increase, all outstanding ABR Revolving Loans shall be reallocated among the U.S. Lenders (including any New Lenders) in accordance with the U.S. Lenders' respective revised U.S. Applicable Percentages. Eurocurrency Borrowings shall not be reallocated among the U.S. Lenders prior to the expiration of the applicable Interest Period in effect at the time of any such increase. Any advances made under this Section by a U.S. Lender shall be deemed to be a purchase of a corresponding amount of the U.S. Revolving Loans of the U.S. Lender or reallocations described in U.S. Lenders who shall receive such advances. The U.S. Commitments of the U.S. Lenders who do not agree to increase their U.S. Commitments cannot be reduced or otherwise changed pursuant to this subsectionSection.

Increase of Commitments. By written notice sent to the Administrative Agent (a) The Company and any one or more Banks (including New which the Administrative Agent shall promptly distribute to the Banks) may), at any the Borrower may request from time when no Default or Event to time an increase of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the aggregate amount of their the Commitments by executing an aggregate amount equal to any integral multiple of $5,000,000 and delivering to the Agent an Increased Commitment Notice specifying not less than $10,000,000; provided that (i) the amount of such increase no Default shall have occurred and be continuing, (ii) the applicable Increased Commitment Closing Date. Notwithstanding aggregate amount of the foregoingCommitments shall not have been reduced, nor shall the Borrower have given notice of any such reduction under Section 2.10, (iiii) without the consent of the Required Banks, the aggregate amount of the Commitments can not be increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility Section 2.18 more than three (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 3) times; and (iiiv) without the consent of the Agent, each increase effected pursuant Commitments may not be increased to this paragraph shall be in a minimum an aggregate amount of at least that exceeds $10,000,000350,000,000. No Bank shall have any obligation to participate in any increase described in its Commitment. A Bank’s decision whether to increase its Commitment under this paragraph unless Section 2.18 if it agrees is requested to do so shall be made in such Bank’s sole and absolute disrection and any failure to respond to a request shall be deemded to be a decsion by such Bank that it will not increase its sole discretion. (b) Any additional bankCommitment. If one or more of the Banks is not increasing its Commitment, financial institution or other entity whichthen, with notice to the consent of the Company Administrative Agent and the other Banks, another one or more financial institutions, each as approved by the Borrower and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and ), may commit to provide an amount equal to the same extent as if originally a party hereto and aggregate amount of the requested increase that will not be provided by the existing Banks (the “Increase Amount”); provided, that the Commitment of each New Bank shall be bound by at least $5,000,000 and entitled to the benefits maximum number of this Agreement. (c) Initial Loans made under any such increased Commitments New Banks shall be made pursuant to funding procedures then agreed to by three (3). Upon receipt of notice from the Company and the Administrative Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks and the Borrower that the Banks, or sufficient Banks and New Banks, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $10,000,000 and an integral multiple of $5,000,000 in respect excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrower, the Administrative Agent and the Banks willing to increase their respective Commitments and the New Banks (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached hereto as Exhibit G hereto. If all existing Banks shall not have provided their pro rata portion of the requested increase, on the effective date of the Increased Commitment Supplement the Banks shall make advances among themselves (which may be through the Administrative Agent) so that after giving effect thereto the Committed Loans will be held by the Banks, pro rata in accordance with their respective Applicable Percentages hereunder. The advances made under this Section by each Bank whose Applicable Percentage is new or has increased under the Increased Commitment Supplement (as compared to give effect its Applicable Percentage prior to the allocations effectiveness of the Increased Commitment Supplement) shall be deemed to be a purchase of a corresponding amount of the Committed Loans of the Bank or reallocations described in Banks whose Applicable Percentage has decreased (as compared to its Applicable Percentage prior to the effectiveness of the Increased Commitment Supplement). The advances made under this subsectionSection shall be Base Rate Borrowings made under each Bank’s Commitment unless another type of Borrowing is selected by the Borrower to be applicable thereto.

Increase of Commitments. (a) The Company Upon at least five days’ prior notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, subject to the terms and any one or more Banks (including New Banks) mayconditions set forth below, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or to increase the aggregate amount of their the Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying in multiples of $5,000,000; provided that (i) such increase may be effected by increasing the 2019 Commitment, the 20202021 Commitment or any combination of the foregoing, so long as such increase satisfies all terms and conditions herein, including, but not limited to, this Section 2.17, (ii) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, when added to the aggregate amount of increased all such prior increases in the Commitments obtained hereunder (including by way of creating new Commitments), on or after the Closing Date Amendment Effective Date, does not exceed the sum of $500,000,000 and the amount of any Commitments terminated by the Borrower pursuant to this paragraphSection 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, together with at any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility)time, shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion2,200,000,000. (b) Any additional banksuch increase in the Commitments (the “Incremental Commitments”) hereunder shall apply, financial institution or other entity which, with at the consent option of the Company Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent, each Issuing Bank and each Bank the Commitment of which is to be increased shall consent to such increase, (ii) the amount set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent and the Issuing Bank. The date on which the conditions set forth in this the Commitments of the non-Defaulting Banks and/or cash collateral will be provided by the Borrower in accordance with Section 2.19(a)(iv), and participating interests in any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Banks in a manner consistent with Section 2.19(a)(iv)(A) (and such Defaulting Bank shall not participate therein). In the event that the Administrative Agent, the Borrower, and the Issuing Bank each agrees that a Defaulting Bank has adequately remedied all matters that caused such Bank to be a Defaulting Bank, then the L/C Obligations of the Banks shall be readjusted to reflect the inclusion of such Bank’s Commitment and on such date such Bank shall purchase at par such of the Loans of the other Banks as the Administrative Agent shall determine may be necessary in order for such Bank to hold such Loans in accordance with its Pro Rata Share. (c) Initial Loans made under At the Borrower’s option, the Borrower may elect to terminate the Commitment of any Defaulting Bank upon notice to such increased Commitments Defaulting Bank and the Administrative Agent (irrespective of whether such Defaulting Bank holds any outstanding Loans) and such notice shall be made effective upon receipt by both the Defaulting Bank and the Administrative Agent; provided that, for the avoidance of doubt, if such Defaulting Bank holds any Loans, and such Loans are not assigned pursuant to funding procedures Section 2.18 or otherwise, then agreed such Defaulting Bank shall continue to hold such Loans until such time as such Loans are repaid by the Company and Borrower or assigned pursuant to this Agreement. Upon termination of a Bank’s Commitment under this Section 2.19, the Agent Borrower shall (including as x) to the initial interest extent applicable after giving effect to Section 2.19(a)(iv) and any Cash Collateral provided by the Defaulting Bank, Cash Collateralize such Defaulting Bank’s Pro Rata Share of the aggregate undrawn amount of all outstanding Letters of Credit, (y) subject to Section 2.19(a), pay or cause to be paid all accrued facility fees or Letter of Credit Fees payable to such Loans)Bank and all other amounts due and payable to such Bank hereunder and (z) if such Bank is an Issuing Bank, the Borrower shall pay to the Administrative Agent for deposit an amount equal to the available amount of all Letters of Credit issued by such Issuing Bank, and payments upon such payments, the obligations of principalsuch Bank hereunder with respect to such unused Commitment which have been terminated shall, interest and fees under this Agreement shall be made by the Company to give effect to such procedures provisions hereof, be released and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectiondischarged.

Increase of Commitments. (a) The Company Upon at least 15 days' prior notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, subject to the terms and any one or more Banks (including New Banks) mayconditions set forth below, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or to increase the aggregate amount of their the Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) in multiples of $5,000,000; provided that the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, when added to the aggregate amount of increased all such prior increases in the Commitments obtained hereunder (including by way of creating new Commitments), on or after the Closing Date pursuant to this paragraphEffective Date, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall does not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion250,000,000. (b) Any additional banksuch increase in the Commitments hereunder shall apply, financial institution or other entity which, with at the consent option of the Company Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent and each Bank whose Commitment is to be increased shall consent to such increase, (ii) the amount set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution becomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits counterparts of this Agreement., (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in 28 (c) Initial Loans made under It is understood that any such increased increase in the amount of the Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments this Section 2.17 shall not constitute an amendment of principal, interest and fees under this Agreement shall be made by or the Company to give effect to such procedures and the timing of such increased CommitmentsNotes. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionARTICLE 3 CONDITIONS Section 3.01.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, Borrower shall have the right at any time when and from time to time during the period beginning on the Effective Date through and including the date 180 days prior to the Termination Date to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments shall not exceed $1,000,000,000) by providing written notice to the Administrative Agent, which notice shall be irrevocable once given. Each such increase in the Commitments must be an aggregate minimum amount of $50,000,000 and integral multiples of $15,000,000 in excess thereof. The Administrative Agent, in consultation with the Borrower, shall manage all aspects of the syndication of such increase in the Commitments, including decisions as to the selection of the existing Lenders and/or other banks, financial institutions and other institutional lenders to be approached with respect to such increase and the allocations of the increase in the Commitments among such existing Lenders and/or other banks, financial institutions and other institutional lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment, and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its Commitment Percentage (determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.3.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent: (x) no Default or Event of Default has occurred shall be in existence on the effective date of such increase, (y) the representations and warranties made or deemed made by the Borrower or any other Loan Party in any Loan Document to which such Loan Party is continuing, agree a party shall be true or correct on the effective date of such increase except to the extent that such Banks representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall makehave been true and accurate on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder, obtain or increase and (z) the amount Administrative Agent shall have received each of their Commitments by executing the following, in form and delivering substance satisfactory to the Agent an Increased Commitment Notice specifying Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate, partnership, member or other necessary action taken by the Borrower to authorize such increase and (B) all corporate, partnership, member or other necessary action taken by each existing Guarantor authorizing the guaranty of such increase; and (ii) an opinion of counsel to the Borrower and such Guarantors, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent, and (iii) new Notes executed by the Borrower, payable to any new Lenders and replacement Notes executed by the Borrower, payable to any existing Lenders increasing their Commitments, in the amount of such increase and (ii) Lender’s Commitment at the time of the effectiveness of the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, increase in the aggregate amount of increased the Commitments. In connection with any increase in the aggregate amount of the Commitments obtained after the Closing Date pursuant to this paragraph, together with Section 2.14. any increase of commitments under Lender becoming a party hereto shall execute such documents and agreements as the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretionAdministrative Agent may reasonably request. (bg) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects The Credit Agreement is further amended by restating Section 2.16. thereof in its entirety to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent read as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.follows:

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, Borrower shall have the right at any time when and from time to time during the term of this Agreement to request increases in the aggregate amount of the Commitments (provided that after giving effect to any increases in the Commitments pursuant to this Section, the aggregate amount of the Commitments may not exceed $300,000,000) by providing written notice to the Agent. Each such increase in the Commitments must be in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof. If a new Lender becomes a party to this Agreement in order to provide such additional Commitment, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) make Term Loans (any such Term Loan, an “Incremental Term Loan”) to the Borrower in an aggregate principal amount equal to such new Lender’s Commitment (or the amount of the increase in its Commitment, in the case of an existing Lender), by making available for the account of its applicable Lending Office to the Agent at the Principal Office, in immediately available funds, in an aggregate principal amount equal to such new Lender’s Commitment (or the amount of the increase in its Commitment, in the case of an existing Lender). Subject to the satisfaction of the conditions set forth in this Section 2.16. and Section 6.2., the Agent will make the proceeds of such borrowing available to the Borrower at the account specified by Borrower. No Lender shall be required to increase its Commitment and any new Lender becoming a party to this Agreement in connection with any such requested increase must be an Eligible Assignee. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default shall be in existence on the effective date of such increase (and no Default or Event of Default has occurred would arise after giving pro forma effect to such increase) or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct in all material respects on the effective date of such increase (except for representations or warranties which expressly relate solely 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 except for changes in factual circumstances not prohibited under the Loan Documents). In addition, in connection with and as a condition to any increase of the Term Loans, the Borrower shall obtain an additional Interest Rate Hedge with respect to such increased Commitment as is continuing, agree that such Banks shall make, obtain or necessary to comply with Section 8.16. In connection with any increase in the aggregate amount of their the Commitments by executing pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and delivering to agreements as the Agent an Increased Commitment Notice specifying may reasonably request and (ib) the Borrower shall, if requested by the affected Lender, make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Note, as appropriate, in the amount of such increase and (ii) Lender’s Commitment simultaneous with the effectiveness of the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, increase in the aggregate amount of increased Commitments obtained after Commitments. Each of the Closing Date pursuant to this paragraphparties hereto hereby agrees that, together with upon the effectiveness of any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” Commitments under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.Section

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase With the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the prior consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Administrative Agent (which consents consent shall not be unreasonably withheld or delayed), elects from time to time the Borrower may request to increase the Revolving Commitments in a minimum amount of $5,000,000, provided that the aggregate increase in the Revolving Commitments from the Effective Date shall not exceed $25,000,000. Any such request to increase the Revolving Commitments shall be deemed to be a certification by the Borrower that at the time of such request, there exists no Default and the representations and warranties contained in Article III are true and correct as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. Any request from the Borrower to increase the Revolving Commitments shall be implemented by one or more existing Lenders agreeing to increase their Revolving Commitments (provided that no Lender shall have any obligation to increase any of its Revolving Commitments) or by one or more new lenders agreeing to become a “Bank” under Lender hereunder or by any combination of the foregoing, as determined by the Administrative Agent in consultation with the Borrower. Prior to any such increase in the Revolving Commitments becoming effective, the Administrative Agent shall have received: (i) copies, certified by the secretary of each Borrower of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the increase in the Revolving Commitments; (ii) a certificate, signed by a Financial Officer of the Borrower, showing that after giving effect to the increase in the aggregate Revolving Commitments, no Default shall occur and the Borrower shall be in compliance with all covenants in this Agreement Agreement; (iii) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrower or any Guarantor in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially the increase in the form Revolving Commitments, certified as true and correct in full force and effect as of Exhibit J-1the date of the increase by a duly authorized officer of the Borrower, whereupon or if none are required, a certificate of such bank, financial institution or other entity officer to that effect; (a “New Bank”iv) shall become a Bank for all purposes and evidence satisfactory to the same extent Administrative Agent that no Material Adverse Effect shall have occurred with respect to the Borrower and its Subsidiaries since the most recent financial statements provided to the Lenders hereunder; (v) if requested by the Administrative Agent, a confirmation and consent from each Guarantor to the increase in the Revolving Commitments; and (vi) such other documents and conditions as if originally a party hereto and the Administrative Agent or its counsel may have reasonably requested. On the effective date of any such increase, (x) each Lender’s pro rata share Revolving Exposure shall be bound by and entitled adjusted to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give equal its pro rata share determined after giving effect to such procedures increase and the timing of such increased Commitments. Payments to the Banks in respect of the (y) all Revolving Loans will be made to give effect to replaced with new Revolving Loans hereunder from the allocations or reallocations described in this subsectionLenders based on such adjusted pro rata share.

Increase of Commitments. (a) The Company Borrower may from time to time after the Restatement Date, by written notice to the Administrative Agent (which shall be provided four Business Days prior to the Increase Effective Date), executed by the Borrower and any one or more Banks financial institutions (including New Banks) mayany such financial institution referred to in this Section being called an “Increasing Lender”), at which may include any time when no Default Lender (acting in its sole discretion), cause new Commitments to be extended by the Increasing Lenders or Event cause the existing Commitments of Default has occurred and is continuing, agree that the Increasing Lenders to be increased (any such Banks shall make, obtain extension or increase the being called a “Commitment Increase”), in an amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying set forth in such notice; provided, that (i) the aggregate amount of the Commitment Increases becoming effective on any single date shall be at least $25,000,000 (or such increase and lesser amount consented to by the Administrative Agent), (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, at no time shall the aggregate amount of increased Commitments obtained after Commitments, giving effect to the Closing Date Commitment Increases effected pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and 1,600,000,000, (iiiii) without each Increasing Lender, if not already a Lender hereunder, (A) shall be subject to the consent approval of the Agent, Administrative Agent and each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Issuing Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents approval shall not be unreasonably withheld or delayed), elects to (B) shall complete an Administrative Questionnaire and (C) shall become a party hereto by completing and delivering to the Administrative Agent, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a duly executed accession agreement in a form reasonably satisfactory to the Administrative Agent and the Borrower (an “Bank” under Accession Agreement”). New Commitments and increases in Commitments shall become effective on the date specified in the applicable notices delivered pursuant to this paragraph. Upon the effectiveness of any Accession Agreement to which any Increasing Lender is a party, (x) such Increasing Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, benefits and privileges accorded to, and shall be subject to all obligations of, a Lender hereunder and (y) Schedule 2.01 shall be deemed to have been amended to reflect the Commitments of such Increasing Lender as provided in such Accession Agreement. Upon the effectiveness of any Commitment Increase with respect to a Lender already a party hereto, Schedule 2.01 shall be deemed to have been amended to reflect the increased Commitment of such Lender. For the avoidance of doubt, no Lender may be made an Increasing Lender without its consent. (b) On the Increase Effective Date, which shall not be less than 30 days prior to the Maturity Date, (i) the aggregate principal amount of the Loans outstanding immediately prior to giving effect to the applicable Commitment Increase on the Increase Effective Date (the “Initial Loans”) shall be deemed to be repaid, (ii) after the effectiveness of the Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types, in the currencies and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03, (iii) each Lender shall pay to the Administrative Agent in same day funds and in the applicable currencies of the relevant Borrowings an amount equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the Subsequent Borrowings and (B) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference, if positive, between (A) such Lender’s Applicable Percentage (calculated without giving effect to the Commitment Increase), of the Initial Loans and (B) such Lender’s Applicable Percentage (calculated after giving effect to the Commitment Increase), of the amount of the Subsequent Borrowings, (v) each Increasing Lender and each other Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (each calculated after giving effect to the Commitment Increase) and (vi) the Borrower shall pay each Lender any and all accrued but unpaid interest on the Initial Loans. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the Increase Effective Date occurs other than on the last day of the Interest Period relating thereto and breakage costs result. Notwithstanding the foregoing, the Administrative Agent may, in its discretion, implement other procedures (such as non-pro rata Borrowings while current Interest Periods are in effect) in order to minimize or eliminate LIBOR breakage costs in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreementincrease. (c) Initial Loans made Notwithstanding the foregoing, no increase in the Commitments (or in any Commitment of any Lender) shall become effective under any this Section unless, on the date of such increased Commitments increase, the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be made pursuant satisfied (with all references in such paragraphs to funding procedures then agreed a Borrowing being deemed to by the Company be references to such increase) and the Administrative Agent (including as shall have received, not later than 11:00 a.m., New York City time, on the Increase Effective Date, a certificate to the initial interest applicable to that effect dated such Loans), date and payments executed by a Financial Officer of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectioneach Loan Party.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at At any time when after the Closing Date, provided that no Default or Event of Default has shall have occurred and is be continuing, agree that such Banks shall make, obtain the Borrower may request from time to time one or increase more increases of the Commitments by notice to the Agent in writing of the amount of their each such proposed increase (each such notice, a “Commitment Increase Notice”). Any such Commitment Increase Notice must offer each Bank the opportunity to subscribe for its pro rata share of the requested increase in the Commitments, and the Agent shall promptly provide to each Bank a copy of any Commitment Increase Notice received by the Agent. Within 10 Business Days after receipt by the Agent of the applicable Commitment Increase Notice, each Bank wishing to subscribe for its pro rata share of the requested increase in the Commitments by executing and delivering must deliver written notice of such fact to the Agent an Increased Commitment Notice specifying (i) Agent. If any portion of the amount of requested increase in the Commitments is not subscribed for by the Banks within such increase and (ii) 10-day period, the applicable Increased Commitment Closing Date. Notwithstanding the foregoingBorrower may, (i) without in its sole discretion, but with the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant Agent as to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility Person that is not at such time a Bank (which consent shall not be unreasonably withheld or any facility that replaces or refinances the 5-Year Revolving Facilitydelayed so long as such Person is an Eligible Assignee), shall not exceed $750,000,000 and (ii) without offer to any existing Bank or to one or more additional banks or financial institutions the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation opportunity to participate in any all or a portion of such unsubscribed portion of the requested increase described in this paragraph unless it agrees the Commitments pursuant to do so in its sole discretion.Section 2.4 (b) or (c) below, as applicable; (b) Any additional bank, bank or financial institution or other entity which, with that the consent Borrower selects to offer a participation in the unsubscribed portion of the Company increased Commitments, and the Agent (which consents shall not be unreasonably withheld or delayed), that elects to become a “Bank” under party to this Agreement in connection with any transaction described in subsection 2.21(a) and obtain a Commitment, shall execute an agreement (a “New Bank supplementAgreement”), substantially in the form of Exhibit J-1required by the Agent, with the Borrower and the Agent, whereupon such bank, bank or financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and hereunder to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement., and the signature pages hereof shall be deemed to add the name and Commitment of such New Bank, provided that the Commitment of any such New Bank shall be in an amount not less than $5,000,000; (c) Initial Any Bank that accepts an offer by the Borrower to increase its Commitment pursuant to this Section 2.4 shall, in each case, execute a commitment increase agreement (a “Commitment Increase Agreement”), in the form required by the Agent, with the Borrower and the Agent, whereupon such Bank shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and the signature pages hereof shall be deemed to be amended to reflect such increase in the Commitment of such Bank; (d) The effectiveness of any New Bank Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Agent of such corporate resolutions of the Borrower and legal opinions of in-house counsel to the Borrower, if any, as the Agent shall reasonably request with respect thereto; (e) If any bank or financial institution becomes a New Bank pursuant to Section 2.4(b) or if any Bank’s Commitment is increased pursuant to Section 2.4(c), additional Loans and additional liability for Facility Letters of Credit made under or issued on or after the effectiveness thereof (the “Re-Allocation Date”) shall be made pro rata based on each Bank’s (including each New Bank’s) respective Commitment in effect on and after such Re-Allocation Date (except to the extent that any such pro rata borrowings or incurring of liability would result in any Bank making an aggregate principal amount of Loans and incurring liability for the Facility Letters of Credit in excess of its Commitment, in which case such excess amount will be allocated to, and made or incurred by, such New Bank and/or Banks with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Rate Loans outstanding on such Re-Allocation Date shall be made effected by repayment of such Eurodollar Rate Loans on the last day of the Rate Period applicable thereto and the extension of new Eurodollar Rate Loans pro rata based on the Banks’ respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Alternate Base Rate Loans outstanding, the Borrower shall make prepayments thereof and borrow new Alternate Base Rate Loans so that, after giving effect thereto, the Alternate Base Rate Loans outstanding are held pro rata based on the Banks’ respective Commitments in effect on and after such Re-Allocation Date. In the event that on any such Re-Allocation Date there are Eurodollar Rate Loans outstanding, such Eurodollar Rate Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Rate Periods (unless the Borrower elects to prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Rate Loans will be paid thereon to the respective Banks holding such Eurodollar Rate Loans pro rata based on the respective principal amounts thereof outstanding; (f) Notwithstanding anything to the contrary in this Section 2.4, (i) no Bank shall have any obligation to increase its Commitment under this Section 2.4 unless it agrees in writing to do so in its sole discretion, (ii) no Bank shall have any right to decrease the amount of its Commitment as a result of any requested increase of the Commitments pursuant to funding procedures then agreed this Section 2.4, (iii) the Agent shall have no obligation to find or locate any New Bank to participate in any unsubscribed portion of any increase in the Commitments requested by the Company Borrower, (iv) each increase in the Commitments requested by the Borrower shall not be less than $10,000,000, (v) after giving effect to any increase in the Commitments pursuant to this Section 2.4, the sum of the Commitments shall not exceed $500,000,000, and (vi) in the event the Borrower reduces the Commitments pursuant to Section 4.6 or any other provision of this Agreement more than one time during the term of this Agreement, the ability of the Borrower to request increases in the Commitments pursuant to this Section 2.4 shall automatically terminate; and (g) The Borrower shall execute and deliver to the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made for delivery by the Company Agent to give each applicable Bank) a new Note payable to each applicable Bank (including each New Bank) participating in any increase of the Commitments in the original principal amount of such Bank’s Commitment after giving effect to any such procedures and the timing of such increased Commitments. Payments to the Banks in respect increase of the Loans will be made to give effect to the allocations or reallocations described in this subsectionCommitments.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, Borrower shall have the right at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase from time to time during the amount of their Commitments by executing period beginning on the Effective Date through and delivering including the date 180 days prior to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, Termination Date to request increases in the aggregate amount of increased the Commitments obtained after (provided that the Closing Date aggregate amount of increases in the Commitments pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), Section shall not exceed $750,000,000 and (ii175,000,000) without the consent of by providing written notice to the Agent, each increase effected pursuant to this paragraph which notice shall be in a minimum amount of at least $10,000,000irrevocable once given. No Bank Lender shall have be required to increase its Commitment and any obligation new Lender becoming a party to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) such requested increase must be an Eligible Assignee. If a new Lender becomes a party to this Agreement, or if any existing Lender agrees to increase its Commitment, such Lender shall execute on the date it becomes a New Bank supplementLender hereunder (or increases its Commitment, substantially in the form case of Exhibit J-1, whereupon such bank, financial institution or an existing Lender) (and as a condition thereto) purchase from the other entity Lenders its Commitment Percentage (a “New Bank”) shall become a Bank for all purposes and as determined after giving effect to the increase of Commitments) of any outstanding Revolving Loans, by making available to the Agent for the account of such other Lenders, in same extent day funds, an amount equal to the sum of (A) the portion of the outstanding principal amount of such Revolving Loans to be purchased by such Lender plus (B) the aggregate amount of payments previously made by the other Lenders under Section 2.4.(j) which have not been repaid plus (C) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Revolving Loans. The Borrower shall pay to the Lenders amounts payable, if originally any, to such Lenders under Section 4.4. as a result of the prepayment of any such Revolving Loans. No increase of the Commitments may be effected under this Section if (x) a Default or Event of Default exists on the effective date of such increase or (y) any representation or warranty made or deemed made by the Borrower or any other Loan Party in any Loan Document to which any such Loan Party is a party is not (or would not be) true or correct on the effective date of such increase (except for representations or warranties which expressly relate solely to an earlier date). In connection with any increase in the aggregate amount of the Commitments pursuant to this subsection, (a) any Lender becoming a party hereto shall execute such documents and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and agreements as the Agent may reasonably request and (including as to b) the initial interest applicable to such Loans)Borrower shall make appropriate arrangements so that each new Lender, and payments of principalany existing Lender increasing its Commitment, interest and fees under this Agreement shall be made by receives a new or replacement Note, as appropriate, in the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to the Banks in respect Lender’s Commitment within 2 Business Days of the Loans will be made to give effect to effectiveness of the allocations or reallocations described applicable increase in this subsectionthe aggregate amount of Commitments.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) maymay from time to time, at any time when no Default or Event of Default has occurred and is continuing, agree by notice to the Administrative Agent request that the Aggregate Commitment be increased by an amount that will not result in the Aggregate Commitment under this Agreement exceeding $400,000,000. Each such Banks notice shall make, obtain or increase set forth the requested amount of their Commitments by executing the increase in the Aggregate Commitment and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of date on which such increase and (ii) is to become effective. The increase in the applicable Increased Aggregate Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph, together with may be assumed by any increase of commitments under the 5-Year Revolving Facility (Bank or any facility that replaces or refinances other financial institution agreed to by the 5-Year Revolving Facility), Company and the Administrative Agent (consent to which shall not exceed $750,000,000 be unreasonably withheld) (any such Bank or other financial institution being called an "Augmenting Bank") and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with effective upon the consent of the Company and the Agent Augmenting Bank (consent to which consents shall not be unreasonably withheld or delayedwithheld). Upon the effectiveness of any increase pursuant to this Section 2.10 of the Aggregate Commitment and any resulting adjustment in a Pro Rata Share, elects the Banks and the Augmenting Banks will purchase from each other and sell to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(aeach other outstanding Loans sufficient to cause the outstanding Loans (other than Swing Line Advances) shall execute a New of each Bank supplement, substantially in and Augmenting Bank to equal its Pro Rata Share (as so adjusted) of the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and aggregate outstanding Loans. Such PURCHASE AND SALE SHALL BE MADE PURSUANT TO SECTION 10.6 except that no minimum amount shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments required, no processing fee shall be made pursuant to funding procedures then agreed to by charged and, if any Bank shall suffer a loss or incur an expense as a result of the effectiveness of such purchase or sale being during a LIBOR Period, the Company and shall reimburse such Bank the Agent (including as to the initial interest applicable to amount of such Loans), and payments of principal, interest and fees under this Agreement loss or expense. Each such Bank shall be made by furnish the Company with a certificate setting forth the basis for determining the amount to give effect be paid to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionit hereunder.

Increase of Commitments. By written notice sent to the Administrative Agent (a) The Company and any one or more Banks (including New which the Administrative Agent shall promptly distribute to the Banks) may), at any time when no Default or Event the Borrower may request an increase of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the aggregate amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying Commitments; provided that (i) the amount of such increase no Default shall have occurred and be continuing; (ii) the applicable Increased Commitment Closing Date. Notwithstanding Borrower shall have provided evidence satisfactory to the foregoingBanks that the Indebtedness to be incurred pursuant to the increase in the Commitments is permitted by the Senior Note THIRD AMENDED AND RESTATED CREDIT AGREEMENT, Page 40 Indenture to the extent such Indenture is still in effect; and (iiii) without the consent of the Required Banks, the aggregate amount of increased the Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not at any time exceed $750,000,000 and (ii) without the consent of the Agent375,000,000 after giving effect to any such increase. Each Bank, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole and absolute discretion. (b) Any additional bank, financial institution shall determine whether it will increase its Commitment. If one or other entity whichmore of the Banks will not be increasing its Commitment pursuant to such request, then, with notice to the consent of Administrative Agent, another one or more financial institutions, each as approved by the Company Borrower and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and ), may commit to provide an amount equal to the same extent as if originally a party hereto and aggregate amount of the requested increase that will not be provided by the existing Banks (the “Increase Amount”); provided, that the Commitment of each New Bank shall be bound by at least $5,000,000 and entitled to an integral multiple of $5,000,000 in excess thereof. Upon receipt of notice from the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Administrative Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks and the Borrower that the Banks, or sufficient Banks and New Banks, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrower shall agree, which shall be at least $10,000,000 and an integral multiple of $5,000,000 in respect excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase and the Indebtedness to be incurred pursuant to the requested increase is permitted by the Senior Note Indenture to the extent such Indenture is still in effect, the Borrower, the Administrative Agent and the Banks willing to increase their respective Commitments and the New Banks (if any) shall execute and deliver an Increased Commitment Supplement in the form attached hereto as Exhibit G (the “Increased Commitment Supplement”). If all existing Banks shall not have provided their pro rata portion of the requested increase, then after giving effect to the requested increase the outstanding Loans may not be held pro rata in accordance with the new Commitments. In order to remedy the foregoing, on the effective date of the Increased Commitment Supplement the Banks shall make advances among themselves, such advances to be in amounts sufficient so that after giving effect thereto, the Loans shall be held by the Banks pro rata according to their respective Commitments. The advances made by a Bank under this Section 2.18 shall be deemed to be a purchase of a corresponding amount of the Loans will of one or more of the Banks who received the advances. The Commitments of the Banks who do not agree to increase their Commitments can not be made reduced or otherwise changed pursuant to give effect to the allocations or reallocations described in this subsectionSection 2.18.

Increase of Commitments. By written notice sent to the Administrative Agent (a) The Company and any one or more Banks (including New which the Administrative Agent shall promptly distribute to the Banks) may), at any Carlisle may request from time when no Default or Event to time an increase of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the aggregate amount of their the Commitments by executing an aggregate amount equal to any integral multiple of $5,000,000 and delivering to the Agent an Increased Commitment Notice specifying not less than $10,000,000; provided that (i) the amount of such increase no Default shall have occurred and be continuing, (ii) the applicable Increased Commitment Closing Date. Notwithstanding aggregate amount of the foregoingCommitments shall not have been reduced, nor shall Carlisle have given notice of any such reduction under Section 2.10, (iiii) without the consent of the Required Banks, the aggregate amount of the Commitments can not be increased Commitments obtained after the Closing Date pursuant to this paragraph, together with any increase of commitments under the 5-Year Revolving Facility Section 2.18 more than three (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 3) times; and (iiiv) without the consent of the Agent, each increase effected pursuant Commitments may not be increased to this paragraph shall be in a minimum an aggregate amount of at least that exceeds $10,000,000500,000,000. No Bank shall have any obligation to participate in any increase described in its Commitment. A Bank’s decision whether to increase its Commitment under this paragraph unless Section 2.18 if it agrees is requested to do so shall be made in such Bank’s sole and absolute disrection and any failure to respond to a request shall be deemded to be a decsion by such Bank that it will not increase its sole discretion. (b) Any additional bankCommitment. If one or more of the Banks is not increasing its Commitment, financial institution or other entity whichthen, with notice to the consent of the Company Administrative Agent and the other Banks, another one or more financial institutions, each as approved by the Co-Borrowers and the Administrative Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and ), may commit to provide an amount equal to the same extent as if originally a party hereto and aggregate amount of the requested increase that will not be provided by the existing Banks (the “Increase Amount”); provided, that the Commitment of each New Bank shall be bound by at least $5,000,000 and entitled to the benefits maximum number of this Agreement. (c) Initial Loans made under any such increased Commitments New Banks shall be made pursuant to funding procedures then agreed to by three (3). Upon receipt of notice from the Company and the Administrative Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks and Carlisle that the Banks, or sufficient Banks and New Banks, have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Co-Borrowers shall agree, which shall be at least $10,000,000 and an integral multiple of $5,000,000 in respect excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the Co-Borrowers, the Administrative Agent and the Banks willing to increase their respective Commitments and the New Banks (if any) shall execute and deliver an Increased Commitment Supplement (herein so called) in the form attached as Exhibit G hereto. If all existing Banks shall not have provided their pro rata portion of the requested increase, on the effective date of the Increased Commitment Supplement the Banks shall make advances among themselves (which may be through the Administrative Agent) so that after giving effect thereto the Committed Loans will be held by the Banks, pro rata in accordance with their respective Applicable Percentages hereunder. The advances made under this Section by each Bank whose Applicable Percentage is new or has increased under the Increased Commitment Supplement (as compared to give effect its Applicable Percentage prior to the allocations effectiveness of the Increased Commitment Supplement) shall be deemed to be a purchase of a corresponding amount of the Committed Loans of the Bank or reallocations described in Banks whose Applicable Percentage has decreased (as compared to its Applicable Percentage prior to the effectiveness of the Increased Commitment Supplement). The advances made under this subsectionSection shall be Base Rate Borrowings made under each Bank’s Commitment unless another type of Borrowing is selected by Carlisle to be applicable thereto.

Increase of Commitments. (a) The Company Upon at least five days’ prior notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, subject to the terms and any one or more Banks (including New Banks) mayconditions set forth below, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or to increase the aggregate amount of their the Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying in multiples of $5,000,000; provided that (i) such increase may be effected by increasing the Commitment, so long as such increase satisfies all terms and conditions herein, including, but not limited to, this Section 2.17, (ii) the amount of such increase when added to the aggregate amount of all such prior increases in the Commitments hereunder (including by way of creating new Commitments), on or after the Amendment Effective Date, does not exceed the sum of $500,000,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $2,200,000,000. (b) Any such increase in the Commitments (the “Incremental Commitments”) hereunder shall apply, at the option of the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent, each Issuing Bank and each Bank the Commitment of which is to be increased shall consent to such increase, (ii) the applicable Increased amount set forth on the Commitment Closing Date. Notwithstanding Schedule opposite the foregoingname of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) without such institution becomes a party to this Agreement as a Bank by execution and delivery to the consent Borrower and the Administrative Agent of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the Required Bankscreation of such Commitment of such Bank, the aggregate amount Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of increased the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments obtained of the Banks after giving effect to the Closing Date changes made pursuant to this paragraphSection 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, together such institution must be consented to by the Administrative Agent and the Issuing Bank. The date on which the conditions set forth in this paragraph are satisfied is the “Increased Amount Date” and each such Bank providing an Incremental Commitment, an “Incremental Bank”. (c) On any Increased Amount Date on which any Incremental Commitments are effective, subject to the satisfaction of the foregoing conditions, each Incremental Bank shall become a Bank hereunder with respect to its Incremental Commitment and the incremental loans made pursuant thereto. (d) The Administrative Agent shall notify the Banks promptly upon receipt of the Borrower’s notice of the Increased Amount Date and in respect thereof of Incremental Commitments and the Incremental Banks. (e) The terms and provisions of the Incremental Commitments and any Borrowing in respect of such Incremental Commitments shall be, except as otherwise set forth herein, identical to the Commitments on the Amendment Effective Date and any other Loans made under this Agreement. (f) It is understood that any increase of commitments under in the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 and (ii) without the consent amount of the Agent, each increase effected Commitments pursuant to this paragraph Section 2.17 shall be in a minimum amount not constitute an amendment of at least $10,000,000. No this Agreement or the Notes and that no Bank shall have any obligation to participate in any such increase described in this paragraph unless it agrees to do so except in its absolute and sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.

Increase of Commitments. (a) The Company Upon at least five days’ prior notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Banks), the Borrower shall have the right, subject to the terms and any one or more Banks (including New Banks) mayconditions set forth below, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or to increase the aggregate amount of their the Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying in multiples of $5,000,000; provided that (i) such increase may be effected by increasing the 2019 Commitment, the 2021 Commitment or any combination of the foregoing, so long as such increase satisfies all terms and conditions herein, including, but not limited to, this Section 2.17, (ii) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, when added to the aggregate amount of increased all such prior increases in the Commitments obtained hereunder (including by way of creating new Commitments), on or after the Closing Date Amendment Effective Date, does not exceed the sum of $500,000,000 and the amount of any Commitments terminated by the Borrower pursuant to this paragraphSection 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, together with at any increase of commitments under the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility)time, shall not exceed $750,000,000 and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion2,200,000,000. (b) Any additional banksuch increase in the Commitments (the “Incremental Commitments”) hereunder shall apply, financial at the option of the Borrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent, each Issuing Bank and each Bank the Commitment of which is to be increased shall consent to such increase, (ii) the amount set forth on the Commitment Schedule opposite the name of each Bank the Commitment of which is being so increased shall be amended to reflect the increased Commitment of such Bank and (iii) if any Committed Loans are outstanding at the time of such an increase, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of such increase, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks or (y) to the creation of a new Commitment of one or more institutions not then a Bank hereunder; provided that (i) such institution or other entity whichbecomes a party to this Agreement as a Bank by execution and delivery to the Borrower and the Administrative Agent of counterparts of this Agreement, (ii) the Commitment Schedule shall be amended to reflect the Commitment of such new Bank, (iii) if requested by such new Bank, the Borrower shall issue a Note to such new Bank in conformity with the consent provisions of Section 2.05, (iv) if any Committed Loans are outstanding at the time of the Company creation of such Commitment of such Bank, the Borrower will, notwithstanding anything to the contrary contained in this Agreement, on the date of the creation of such Commitment, incur and repay or prepay one or more Committed Loans from the Banks in such amounts so that after giving effect thereto the Committed Loans shall be outstanding on a pro rata basis (based on the Commitments of the Banks after giving effect to the changes made pursuant to this Section 2.17 on such date) from all the Banks and (v) if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the Administrative Agent and the Issuing Bank. The date on which the conditions set forth in this paragraph are satisfied is the “Increased Amount Date” and each such Bank providing an Incremental Commitment, an “Incremental Bank”. (c) On any Increased Amount Date on which any Incremental Commitments are effective, subject to the satisfaction of the foregoing Issuing Bank, as applicable. The Administrative Agent (which consents shall not be unreasonably withheld notify the Banks of any such replacement or delayed)addition, elects to as applicable, of an Issuing Bank. Where an Issuing Bank is replaced, at the time such replacement shall become a “effective, the Borrower shall pay all unpaid fees accrued for account of the replaced Issuing Bank” . Furthermore, from and after the effective date of such replacement, the successor Issuing Bank, shall have all the rights and obligations of the replaced Issuing Bank under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form respect to Letters of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and Credit to be issued thereafter. References herein to the same extent term “Issuing Bank” shall be deemed to refer to any successor or additional Issuing Bank, as if originally applicable, or to any previous Issuing Bank, or to any successor or additional Issuing Banks, as applicable, and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall be bound by continue to have all the rights and entitled to the benefits obligations of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees an Issuing Bank under this Agreement shall be made with respect to Letters of Credit issued by the Company to give effect it prior to such procedures and the timing replacement, but shall not be required to issue additional Letters of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsectionCredit.

Increase of Commitments. The Borrower shall have the right at any time and from time to time from the Closing Date through and including the Termination Date to request increases in the Commitments (provided LEGAL02/33559407v8 (a) with respect to Letters of Credit shall remain applicable following any increase of the Commitments in accordance with this Section 2.25. No Lender shall be required to increase its Commitment and each Lender may decline to increase its Commitment in its sole discretion. If any Lender shall fail to respond, such Lender will have deemed to have declined. The Company Agent shall allocate any increase in the Commitments to existing Lenders willing to increase their respective Commitments prior to the allocation of such requested increase to any new Lenders to become a party to this Agreement. All such allocations shall be in the Agent’s sole discretion but not in an amount in excess of each such Lender’s increased Commitment. If a new Lender becomes a party to this Agreement as provided herein, or if any existing Lender agrees to increase its Commitment, such Lender shall on the date it becomes a Lender hereunder (or increases its Commitment, in the case of an existing Lender) (and as a condition thereto) purchase from the other Lenders its pro rata share (or in the case of an existing Lender, the increase in the amount of its pro rata share, in each case as determined after giving effect to the increase of the Commitments) of any one or more Banks outstanding Loans, by making available to the Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of (including New BanksA) maythe portion of the outstanding principal amount of such Loans to be purchased by such Lender plus (B) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of such Loans. The Borrower shall pay to the Lenders amounts payable, at if any, to such Lenders under Section 2.14 as a result of the prepayment of any time when such Loans. No increase of the Commitments may be effected under this Section if the following conditions are not met immediately prior to such increase and immediately after giving effect thereto, (i) no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase exist and (ii) the applicable Increased Commitment Closing Date. Notwithstanding representations and warranties made or deemed made by the foregoingBorrower in the Loan Documents, (i) without the consent shall be true and correct in all material respects on and as of the Required Banks, date of such extension with the aggregate amount same force and effect as if made on and as of increased such date except to the extent that such representations and warranties expressly relate solely 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 except for changes in factual circumstances not prohibited under the Loan Documents. In connection with any increase in the Commitments obtained after the Closing Date pursuant to this paragraphSection, together with (a) any increase of commitments under Lender becoming a party hereto shall execute such documents and agreements as the 5-Year Revolving Facility (or any facility that replaces or refinances the 5-Year Revolving Facility), shall not exceed $750,000,000 Agent may reasonably request and (ii) without the consent of the Agent, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $10,000,000. No Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bankthe Borrower shall make appropriate arrangements so that each new Lender, financial institution and any existing Lender increasing its Commitment, receives a new or other entity whichreplacement Note, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed)as appropriate, elects to become a “Bank” under this Agreement in connection with any transaction described in subsection 2.21(a) shall execute a New Bank supplement, substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing amount of such increased Commitments. Payments to the Banks in respect Lender’s Commitment within five Business Days of the Loans will be made to give effect to the allocations or reallocations described in this subsectionsuch Lender’s request therefor.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) mayBorrower shall have the right, at any time when no Default or Event of Default has occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required BanksLenders or the Agent (except as contemplated in clauses (d) and (e) of this sentence), to effectuate from time to time, on any Business Day (but not on more than one Business Day in any calendar quarter) an increase in the total Commitments under this Agreement (an "Increase") by adding to this Agreement one or more banks or other financial institutions (who shall, upon completion of the requirements stated in this Section 2.20, constitute Lenders hereunder), or by allowing one or more Lenders to increase their Commitments hereunder, or both, provided that (a) no Increase in Commitments pursuant to this Section 2.20 shall result in the total Commitments exceeding $800,000,000 or shall result in the aggregate amount of increased the Increases in the Commitments obtained after the Closing Date effectuated pursuant to this paragraphSection 2.20 since the date of this Agreement exceeding $200,000,000, together with (b) any increase Increase in Commitments pursuant to this Section 2.20 shall be in the amount of commitments under $20,000,000 or an integral multiple of $1,000,000 in excess thereof, (c) on the 5effective date of each Increase in the Commitments pursuant to this Section 2.20, (i) the Borrower shall have outstanding public long-Year Revolving Facility term senior unsecured debt securities that are rated by S&P or Mood▇'▇, (▇i) either (1) the lowest such rating by Mood▇'▇ ▇▇▇ll be A3 or any facility that replaces better or refinances (2) the 5-Year Revolving Facility)lowest such rating by S&P shall be A- or better, shall not exceed $750,000,000 and (iiiii) no event shall have occurred and be continuing which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both, (d) no Lender's Commitment amount shall be increased without the consent of such Lender, (e) each new bank or other financial institution, if any, both is acceptable to the Agent, each increase effected pursuant to this paragraph shall be in Agent and provides a minimum amount Commitment of at least $10,000,000. No Bank shall have 20,000,000, (f) simultaneously with each increase in the Commitment of any obligation Lender pursuant to participate this Section 2.20, the Borrower will cause such Lender's "Commitment" (under and as defined in the Short-Term Revolving Credit Agreement) to be increased pursuant to Section 2.20 thereof by the same percentage as such Lender's Commitment is being increased pursuant to this Section 2.20, unless the Short- Term Revolving Credit Agreement has been terminated, (g) simultaneously with the addition of any increase described in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bank, bank or financial institution pursuant to this Section 2.20, the Borrower will cause such bank or other entity which, with the consent of the Company and the Agent (which consents shall not be unreasonably withheld or delayed), elects financial institution to become a “Bank” party to the Short-Term Revolving Credit Agreement pursuant to Section 2.20 thereof with a "Commitment" (under and as defined in the Short-Term Revolving Credit Agreement) that constitutes the same percentage of all "Commitments" thereunder as the percentage that its Commitment hereunder constitutes of all Commitments hereunder, unless the Short-Term Revolving Credit Agreement has been terminated, and (h) immediately prior to, or simultaneously with, any Increase pursuant to this Section 2.20, the Borrower will prepay in accordance with the terms of this Agreement, all outstanding A Advances, if any (including, without limitation, prepayment from the proceeds of any A Borrowing from the Lenders made on the date of such Increase in accordance with this Agreement and in connection accordance with their respective Commitments after giving effect to such Increase). The Borrower shall give the Agent ten Business Days' notice of the Borrower's intention to effect any transaction described Increase in subsection 2.21(a) the total Commitments pursuant to this Section 2.20. Such notice shall specify each new bank or other financial institution, if any, the changes in amounts of Commitments that will result, if any, and such other information as is reasonably requested by the Agent. Each new bank or other financial institution, and each Lender agreeing to increase its Commitment, shall execute a New Bank supplementand deliver to the Agent an Increase Agreement, substantially in the form of Exhibit J-1F-1 hereto or Exhibit F-2 hereto, whereupon such bankas the case may be, financial institution or other entity (a “New Bank”) shall become a Bank for all purposes and pursuant to the same extent as if originally which it becomes a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including as to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by the Company to give effect to such procedures and the timing of such increased Commitments. Payments to the Banks in respect of the Loans will be made to give effect to the allocations or reallocations described in this subsection.increases its