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 shall not exceed $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 $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 Section.

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 and all prior or contemporaneous increases in the commitments under the Other Credit Facilities (including in each case by way of creating new Commitments), in each case on or after the Closing Effective Date pursuant to this paragraph shall (as such term is defined herein and in the Other Credit Facilities, as the case may be), does not exceed $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 $25,000,000 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 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 CompanyBorrower, (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 AgentBorrower will, notwithstanding anything to the Swingline Lender 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 Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form Administrative Agent 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. 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 SectionNotes.

Increase of Commitments. (a) The Company and any Borrowers shall have the right to increase the aggregate Commitments by obtaining additional funding commitments either from one or more Banks of the Lenders (including New Banksit being understood that no Lender shall have, or be deemed to have, an obligation to provide a portion of any such increase in the Commitments merely by reason of being a party hereto) may, at or any time when no Default other commercial bank or Event financial institution generally engaged in the business of Default has occurred and is continuing, agree providing corporate loans on a revolving basis; 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 aggregate amount of all such increase and increases hereunder shall not result in the aggregate Commitments exceeding $250,000,000 at any time, (ii) any Person that provides such increase shall be subject to the applicable Increased Commitment Closing Date. Notwithstanding approval of the foregoingMajority Lenders and the LC Issuer, such approval not to be unreasonably withheld, conditioned or delayed, (iiii) without the consent any such Person assumes all of the Required Banksrights and obligations of a “Lender” hereunder on terms substantially similar to those contained in the Assignment Agreement but otherwise pursuant to an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent (acting on the directions of the Majority Lenders) between such Person, the aggregate amount of increased Commitments obtained after Borrowers and the Closing Date pursuant to this paragraph shall not exceed $250,000,000 Administrative Agent and (iiiv) without the consent of the Agent, (x) each increase effected pursuant as a condition precedent to this paragraph shall be in a minimum amount of at least $25,000,000 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 Companysuch increase, the Agent, the Swingline Lender and the Issuing Bank (which consent Borrowers shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 deliver to the same extent as if originally Administrative Agent a party hereto certificate of each Obligor signed by a Responsible Officer of such Obligor certifying and shall be bound attaching the resolutions adopted 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 Obligor approving or consenting to such Loans)increase, and payments of principalcertifying that, interest before and fees under this Agreement shall be made by the Company to give after giving effect to such procedures increase, the representations and warranties contained in this Agreement and the timing other Loan Documents are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as 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 Sectionearlier date).

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 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 $250,000,000 750,000,000 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 $25,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by the Company after the Closing Date10,000,000. 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, the Agent, the Swingline Lender Company and the Issuing Bank Agent (which consent consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(asubsection 2.21(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”)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 Sectionsubsection.

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 paragraph shall Effective Date, does not exceed $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 $25,000,000 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 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 CompanyBorrower, (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 AgentBorrower will, notwithstanding anything to the Swingline Lender 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 Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form Administrative Agent 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. 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 SectionNotes.

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 paragraph shall Effective Date, does not exceed $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 $25,000,000 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 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 Companycreation 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. 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, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a an “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 SectionNotes.

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 shall not exceed $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 $25,000,000 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“Additional Lender”). (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, the Agent, the Swingline Lender and the Issuing Bank Administrative Agent (which such consent shall 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 Section 2.23(a) shall execute a New Bank Supplement (each, 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 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 deemed amended to reflect the then respective Commitment Percentages of each Lender (including any Additional Lender) as thereby increased, any changes in the Banks. Payments Lenders’ Commitments pursuant to the Banks foregoing clause (A), and any resulting changes in respect of the Loans and Letters of Credit will be made to give effect to the allocations or reallocations described in this SectionLenders’ Applicable Percentages.

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 shall does not exceed $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 $25,000,000 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 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 CompanyBorrower, (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 of 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 and the Issuing Bank (which each such consent shall not to be unreasonably withheld or delayedwithheld), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 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. 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 Sectioncontrary.

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 paragraph, together with any increase of commitments under the 364-Day Revolving Facility (or any facility that replaces or refinances the 364-Day Revolving Facility), shall not exceed $250,000,000 750,000,000 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 $25,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by the Company after the Closing Date10,000,000. 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, the Agent, the Swingline Lender Agent and the each Issuing Bank (which consent consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(asubsection 2.21(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”)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 Sectionsubsection.

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 aggregate Commitments at any time, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided, that the aggregate amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of any such increase and (ii) the applicable Increased Commitment Closing Datein Commitments shall be at least $10,000,000. Notwithstanding the foregoingHCLP may, at its election, (i) without offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph Administrative Agent (which consent shall not exceed $250,000,000 and (ii) without be unreasonably withheld or delayed), offer one or more additional banks, financial institutions or other entities the consent of the Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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 opportunity to participate in any increase described all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities HCLP desires to participate in this paragraph unless it agrees to do so 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, the Agent, the Swingline Lender increased Commitments and the Issuing Bank (which consent 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 Section 2.23(aan amount so offered and accepted by it pursuant to subsection 2.3(a)(ii) shall execute a New Bank Lender Supplement (eachin the form specified by the Administrative Agent, each a “New Bank Lender Supplement”), substantially in ) with HCLP and the form of Exhibit J-1Administrative 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. On each Increased Commitment Closing Date, participating interests do so 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 Sectionits sole discretion.

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 Section 2.14 shall not exceed $250,000,000 and 300,000,000 in the aggregate; (iiiii) without the consent of the Agent, (x) 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 $25,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by the Company after the Closing Dateintegral 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute such requested increase must be an Eligible Assignee. As a New Bank Supplement (each, 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 same extent Lenders acquiring such increase such fees as if originally 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 hereto and 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 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 selected by the Agent to reflect and the then respective Borrower, and as a condition thereto, purchase from the other Lenders its Commitment Percentages of the Banks. Payments Percentage (as determined after giving effect to the Banks increase of Commitments) of any outstanding Revolving Loans and participations in respect of the Swingline Loans and Letters of Credit will be made to give effect Credit, by making available to the allocations 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 Sections 2.2(e) or reallocations described 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 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 Sectionsubsection, (A) any Lender becoming a party hereto shall execute such documents and agreements as the Agent may reasonably request and (B) the Borrower shall make appropriate arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a new or replacement Revolving Note, as appropriate, in the amount of such Lender’s Commitment contemporaneously with the effectiveness of the applicable increase in the 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 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 shall not exceed $250,000,000 and (ii) without the consent of the Agent, (x) in each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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, case with the consent of the CompanyAdministrative 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 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 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 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 warranty is expressly stated to have been made as of a specific date, as of such specific date); and provided, 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 certificate signed by a duly authorized officer of the Swingline Lender and Company stating that the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects conditions with respect to become a “Bank” such Commitment Increase under this Agreement in connection with any transaction described in Section 2.23(ahave been satisfied and (B) shall execute a New Bank Supplement (eachan agreement, a “New Bank Supplement”), 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. 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 (iii) pay 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 Sectionamounts, 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 conditions set forth below, to increase the aggregate amount of the Commitments in multiples of $5,000,000; provided that (i) it shall be a condition to the effectiveness of any one or more Banks (including New Banks) maysuch increase that at the time thereof and immediately after giving effect thereto, at any time when no Default or Event of Default has shall have occurred and is continuing, agree that such Banks shall make, obtain or increase the amount of their Commitments by executing be continuing and delivering to the Agent an Increased Commitment Notice specifying (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 Effective Date pursuant to this paragraph shall does not exceed $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 $25,000,000 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 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 CompanyBorrower, (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 2.19 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 2.19, 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 of 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 2.19 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 2.19, 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 Swingline Lender Issuing Banks and the Issuing Bank Swingline Lenders (which each such consent shall not to be unreasonably withheld or delayedwithheld), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 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 2.19 shall not constitute an amendment of this Agreement. This Section shall supersede any provisions in Section 2.16(c) 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 Sectioncontrary.

Increase of Commitments. (a) The Company and any At the request of the Borrower to the Administrative Agent, the combined Commitments hereunder may be increased after the Closing Date on one or more Banks (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree occasions by not more than $250,000,000 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 aggregate of all such increase increases pursuant to this Section 2.23 and pursuant to Section 2.23 of the Five Year Credit Agreement may total no more than $500,000,000, (ii) any increase of the applicable Increased Commitment Closing Date. Notwithstanding Commitments hereunder is in the foregoingsame amount as any increase of the Commitments under the Five Year Credit Agreement, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $250,000,000 and (ii) without the consent of the Agent, (xiii) each such increase effected pursuant to this paragraph shall be is in a minimum amount of at least $25,000,000 25,000,000, (iv) each Lender whose Commitment is increased consents and (yv) no the consent of the Administrative Agent is obtained. (b) In the event that the Borrower and one or more than four Increased of the Lenders (or other financial institutions which may elect to participate with the consent of the Administrative Agent) shall agree, in accordance with Section 2.23(a), upon such an increase in the aggregate Commitments, the Borrower, the Administrative Agent and each financial institution in question shall enter into a Commitment Closing Dates Increase Supplement setting forth the amounts of the increase in Commitments and providing that the additional financial institutions participating shall be deemed to be included as Lenders for all purposes of this Agreement. Upon the execution and delivery of such Commitment Increase Supplement as provided above, and upon satisfaction of such other conditions as the Administrative Agent may specify (including the delivery of certificates and legal opinions on behalf of the Borrower relating to the amendment and, if requested, new Notes), this Agreement shall be selected by the Company after the Closing Date. deemed to be amended accordingly. (c) No Bank Lender 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 SectionBorrower 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) 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 Effective Date, does not exceed the sum of $465,125,000 and the amount of any Commitments terminated by the Borrower pursuant to ‎Section 2.19(c) and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the total aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not hereunder does not, at any time, exceed $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 $25,000,000 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 discretion1,300,000,000. (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 (NY) 27011/233/CA/JPM.CA.doc 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 Companycreation 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. 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, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a an “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 SectionNotes.

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 $150,000,000. It is understood that any increase in the amount of the Commitments pursuant to this paragraph Section 2.17 shall not exceed $250,000,000 and (ii) without the consent constitute an amendment of the Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 Section.

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 occurred and is continuing, agree that such Banks shall makeBorrower may, obtain or at any time and from time to time, provide a written request to the Administrative Agent to increase the Commitments of the Facility by up to an aggregate maximum amount of their Commitments by executing and delivering Twenty Million Dollars ($20,000,000.00) so that the aggregate Maximum Amount is One Hundred Million Dollars ($100,000,000). Subject to the Agent an terms hereof, Borrower may request to obtain such increase in Commitments (“Proposed Increased Commitment”) from Lenders or banks, financial institutions or other entities other than the Lenders. Borrower may offer the opportunity to provide all or a portion of the Proposed Increased Commitment Notice specifying to (i) the amount of such increase and other Lenders and/or (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoingother banks, (i) without financial institutions or other entities with the consent of the Required BanksAdministrative Agent and the L/C Issuer (which consents of the Administrative Agent and the L/C Issuer shall not be unreasonably withheld or delayed). If offered by Borrower, each Lender shall have the right, but not the obligation to commit to all or a portion of its pro rata amount of the Proposed Increased Commitment based on the then existing allocation of Commitments. As a precondition to such Proposed Increased Commitment becoming effective, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $250,000,000 and (ii) without the consent of the Agent, (x) each increase effected pursuant to this paragraph Asset Coverage Ratio covenant shall be in a minimum amount of at least $25,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by the Company after the Closing Datemet respecting such new Maximum Amount. 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, which Borrower selects to offer a portion of the increased aggregate Commitments in accordance with the consent of the Company, the Agent, the Swingline Lender terms hereof and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under party to this Agreement and obtain a Commitment in connection with any transaction described in an amount so offered and accepted by it pursuant to this Section 2.23(a) shall execute such instruments, documents and agreements as the Administrative Agent shall determine to cause such bank, financial institution or other entity to become a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit J-1Lender hereunder, 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 and shall be bound by and entitled to the benefits of this Agreement, provided that the Commitment of any such bank, financial institution or other entity shall be in an amount of not less than $5,000,000. (cb) Initial Loans made under Upon any such increased increase in the aggregate Commitments shall be made pursuant to funding procedures Section 2.18(a), within five Business Days, in the case of any Base Rate Loans then agreed to by outstanding, and at the Company and end of the Agent (including as then current Interest Period with respect thereto, in the case of any LIBOR Loans then outstanding, Borrower shall prepay such Loans in their entirety and, to the initial interest applicable extent the Borrower elects to such Loans)do so and subject to the conditions specified in Section 5.02, and payments of principal, interest and fees under this Agreement Borrower shall be made by reborrow Loans from the Company Lenders in proportion to give their respective Commitments after giving effect to such procedures and increase, until such time as all outstanding Loans are held by the timing Lenders in such proportion. Effective upon such increase, the amount of such increased Commitments. On the participations held by each Increased Commitment Closing Date, participating interests Lender in Letters each Letter of Credit and Swingline Loans then outstanding shall be adjusted as directed by such that, after giving effective to such adjustments, the Agent to reflect Lenders shall hold participations in each such Letter of Credit in the then proportion its respective Commitment Percentages bears to the aggregate Commitments of all of the BanksLenders after giving effect to such increase. Payments The Collateral Trustee and Borrower shall execute and deliver such documents and instruments deemed reasonably necessary by either of them to maintain the Banks in respect perfection and priority of the Loans and Letters of Credit will be made Liens on the Collateral with respect to give effect to such increase in the allocations or reallocations described in this Sectionaggregate Commitments.

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 shall not exceed $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 $25,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by the Company after the Closing Date. 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 CompanyBanks 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 AgentBorrower 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 Swingline Lender 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 Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form Agent 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 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 amended to reflect the then respective Commitment Percentages of such new Bank, (iv) the Banks. Payments Borrower shall issue a Note to such new Bank in conformity with 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 Section.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 shall not exceed $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 $25,000,000 and 25,000,000, (yii) 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 more than four Increased Commitment Closing Dates may be selected by Default shall exist on the Company after effective date of the Closing Date. No Bank 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, the Agent, the Swingline Lender and the Issuing Bank (which consent 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 Section 2.23(a) shall execute a New Bank Supplement (each, 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 other U.S. Lenders. If all existing U.S. Lenders shall not have provided their pro rata portion of this Agreement. (c) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures the requested increase, then agreed to by the Company and the Agent (including as after giving effect to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall requested increase the outstanding U.S. Revolving Loans may not be made by held pro rata in accordance with the Company to give effect to such procedures and the timing of such increased new U.S. Commitments. On each Increased Commitment Closing Datethe Business Day following any such increase, participating interests in Letters of Credit and Swingline all outstanding ABR Revolving Loans shall be adjusted as directed by reallocated among the Agent 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 reflect the then respective Commitment Percentages expiration of the Banksapplicable Interest Period in effect at the time of any such increase. Payments Any advances made under this Section by a U.S. Lender shall be deemed to the Banks in respect be a purchase of a corresponding amount of the U.S. Revolving Loans and Letters of Credit will the U.S. Lender or 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 made reduced or otherwise changed pursuant to give effect to the allocations or reallocations described in this Section.

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 shall not exceed $250,000,000 Section 2.18 more than three (3) times; and (iiiv) without the consent of the Agent, (x) 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 $25,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by the Company after the Closing Date350,000,000. 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, the Agent, the Swingline Lender Administrative Agent and the Issuing Bank (which consent shall not be unreasonably withheld other Banks, another one or delayed)more financial institutions, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in each as approved by the form of Exhibit J-1, whereupon such bank, financial institution or other entity Borrower and the Administrative Agent (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. 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 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 of the Loans and Letters of Credit will be made to give excess thereof), then: provided that no Default exists at such time or after giving effect to the allocations 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 reallocations described in has increased under the Increased Commitment Supplement (as compared to its Applicable Percentage prior to the 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 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 SectionSection 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. (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) the by an amount of (for all such increase and requests) not exceeding Seventy Five Million Dollars (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing$75,000,000); 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 shall not exceed $250,000,000 and (ii) without the consent of the Agent, (x) each any such request for an increase effected pursuant to this paragraph shall be in a minimum amount of at least Twenty Five Million Dollars ($25,000,000 25,000,000); and (yii) no Borrower may make a maximum of two (2) such requests. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more than four Increased Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment Closing Dates may be selected by (prior to such increase)) of the Company after the Closing Dateincreased Aggregate Commitments. No Bank 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, existing Lenders pursuant to the Agent, the Swingline Lender and the Issuing Bank (which consent 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 Section 2.23(a) shall execute a New Bank Supplement existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Bank SupplementLender”)) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Aggregate Commitments, substantially 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 form 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 Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) 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. (civ) Initial Loans made under any such If the Aggregate Commitments are increased Commitments in accordance with this Section, Administrative Agent and Borrower shall be made pursuant to funding procedures then agreed to by determine the Company 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. (including as to the initial interest applicable v) 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. On each Increased Commitment Closing Dateearlier date, participating interests and (z) for purposes of this Section 2.06, the representations and warranties contained in Letters subsections (a) and (b) of Credit and Swingline Loans Section 6.05 shall be adjusted as directed by the Agent deemed to reflect the then respective Commitment Percentages of the Banks. Payments refer to the Banks in respect 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 Loans Increase Effective Date (and Letters of Credit will be made to give effect to the allocations or reallocations described in this Section.pay any additional amounts required pursuant to

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) 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 Third Amendment Effective Date, does not exceed the sum of $415,125,000500,000,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the total aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not hereunder does not, at any time, exceed $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 $25,000,000 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 discretion1,300,000,0002,200,000,000. (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 Companycreation of such Commitment of such Bank, the AgentBorrower will, notwithstanding anything to the Swingline Lender 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 (which consent shall not be unreasonably withheld or delayed)providing an Incremental Commitment, elects to become a an “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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 Loansincremental 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 Commitments on the Effective Date and any other Loans made under this Agreement. (f) It is understood that any increase in the amount of the Commitments pursuant to this Section 2.17 shall not constitute an amendment of 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 with respect to Letters of Credit to be issued thereafter. References herein to the 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 by the Company with respect 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 issued by it prior to such replacement, but shall not be adjusted as directed by the Agent required to reflect the then respective Commitment Percentages of the Banks. Payments to the Banks in respect of the Loans and issue additional Letters of Credit will be made to give effect to the allocations or reallocations described in this SectionCredit.

Increase of Commitments. (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) the by an amount of (for all such increase and requests) not exceeding One Hundred Million Dollars (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing$100,000,000); 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 shall not exceed $250,000,000 and (ii) without the consent of the Agent, (x) each any such request for an increase effected pursuant to this paragraph shall be in a minimum amount of at least Twenty Five Million Dollars ($25,000,000 25,000,000); and (yii) no Borrower may make a maximum of two (2) such requests. Any such Commitment Increase Notice delivered with respect to any proposed increase in the Commitment may offer one or more than four Increased Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment Closing Dates may be selected by (prior to such increase)) of the Company after the Closing Dateincreased Aggregate Commitments. No Bank 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, existing Lenders pursuant to the Agent, the Swingline Lender and the Issuing Bank (which consent 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 Section 2.23(a) shall execute a New Bank Supplement existing Lender or to one or more additional banks or financial institutions which is an Eligible Assignee (each, a “New Bank SupplementLender”)) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Aggregate Commitments, substantially by notifying WEST\258439317.6 319678-00008951 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 form 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 Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) 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. (civ) Initial Loans made under any such If the Aggregate Commitments are increased Commitments in accordance with this Section, Administrative Agent and Borrower shall be made pursuant to funding procedures then agreed to by determine the Company 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. (including as to the initial interest applicable v) 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 Commitmentsearlier 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 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 the Commitments under this Section. (vi) On each Increased Commitment Closing Increase Effective Date, participating subject to the satisfaction of the terms and conditions set forth in this Section, (A) each of the existing Lenders WEST\258439317.6 319678-00008952 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 Letters of Credit and Swingline the Loans outstanding on such date as shall be adjusted as directed by the Agent necessary in order that, after giving effect to reflect the then respective Commitment Percentages of the Banks. Payments to the Banks in respect of the all such assignments and purchases, such Loans and Letters of Credit 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 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 SectionSection 2.13 or 11.01 to the contrary.

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 paragraph shall not exceed $250,000,000 Section 2.17 on such date) from all the Banks and (iiv) without if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the consent 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 Agentforegoing conditions, each Incremental Bank shall become a Bank hereunder with respect to its Incremental Commitment and the incremental loans made pursuant thereto. (xd) each 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 effected in the amount of the Commitments pursuant to this paragraph Section 2.17 shall be in a minimum amount not constitute an amendment of at least $25,000,000 this Agreement or the Notes and (y) that 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 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 Section.

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 paragraph shall not Section 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $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 $25,000,000 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 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 Companycreation of such Commitment of such Bank, the AgentBorrower will, notwithstanding anything to the Swingline Lender 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 consent any Incremental Commitments are effective, subject to the satisfaction of the foregoing Issuing Bank, as applicable. The Administrative Agent 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 Section 2.23(a) shall execute a New Bank Supplement (each, 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 by the Company with respect 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 issued by it prior to such replacement, but shall not be adjusted as directed by the Agent required to reflect the then respective Commitment Percentages of the Banks. Payments to the Banks in respect of the Loans and issue additional Letters of Credit will be made to give effect to the allocations or reallocations described in this SectionCredit.

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, provided that (i) the Required Banks (including New Bankseach Bank whose Commitment is to be increased) mayshall consent to such increase, (ii) the amount set forth on the signature pages hereof opposite the name of each Bank the 32 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 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 any time when no Default the option of the Borrower, as set forth in clause (x) or Event (y) above but without the consent of Default has occurred and is continuing, agree that such the Required Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying so long as (i) 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 all such prior increases in the Commitments and all such prior creations of new Commitments, in each case created after the Effective Date, does not exceed $800,000,000 and (ii) after giving effect to such increase or new Commitment, the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent amount of the Required Banks, Commitment of any Bank shall not exceed 17.5% of the aggregate amount of increased the Commitments obtained after (excluding, for purposes of this clause (ii), any increase resulting solely from the Closing Date merger or the acquisition of one Bank into or by another Bank). It is understood that any increase in the amount of the Commitments pursuant to this paragraph Section 2.17 shall not exceed $250,000,000 and (ii) without the consent constitute an amendment of the Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 Section.

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, provided that (i) the Required Banks (including New Bankseach Bank whose Commitment is to be increased) mayshall 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 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 any time when no Default the option of the Borrower, as set forth in clause (x) or Event (y) above but without the consent of Default has occurred and is continuing, agree that such the Required Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying so long as (i) 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 all such prior increases in the Commitments and all such prior creations of new Commitments, in each case created after the Effective Date, does not exceed $150,000,000 and (ii) after giving effect to such increase or new Commitment, the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent amount of the Required Banks, Commitment of any Bank shall not exceed 17.5% of the aggregate amount of increased the Commitments obtained after (excluding, for purposes of this clause (ii), any increase resulting solely from the Closing Date merger or the acquisition of one Bank into or by another Bank). It is understood that any increase in the amount of the Commitments pursuant to this paragraph Section 2.17 shall not exceed $250,000,000 and (ii) without the consent constitute an amendment of the Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 Section.

Increase of Commitments. (a) The Company and any one or more Banks Each Borrower shall have the right to increase the Commitments from time to time pursuant to this Section 2.09 (including New Bankssubject to the restrictions of Section 2.09(d)) may, at any time when 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 any Borrower wishes to increase the aggregate Commitments under any Facility at any time, it shall notify the Administrative Agent in writing of the Facility or Facilities to be increased and the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”); provided, that the aggregate amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of any such increase and (ii) the applicable Increased Commitment Closing Datein Commitments shall be at least $25.0 million. Notwithstanding the foregoingSuch Borrower may, at its election, (i) without offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to Section 2.09(c) below and/or (ii) with the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph Administrative Agent (which consent shall not exceed $250,000,000 and (ii) without be unreasonably withheld or delayed), offer one or more additional banks, financial institutions or other entities the consent of the Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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 opportunity to participate in any increase described all or a portion of the Offered Increase Amount pursuant to Section 2.09(b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities such Borrower desires to participate in this paragraph unless it agrees to do so in its sole discretionsuch Commitment increase. Such Borrower or, if requested by such Borrower, 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 such Borrower selects to offer participation in the consent of the Company, the Agent, the Swingline Lender increased Commitments and the Issuing Bank (which consent 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 Section 2.23(a2.09(a)(ii) shall execute a New Bank Lender Supplement (eachin the form specified by the Administrative Agent, each a “New Bank Lender Supplement”), substantially in ) which such Borrower and the form of Exhibit J-1Administrative 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 2.01 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 Eurocurrency Loans hereunder under the Facility being increased or, if any Eurocurrency Loans under the Facility being increased would be outstanding on the effective date of any such New Lender Supplement, such Borrower shall either (x) convert such Eurocurrency Loans to ABR Loans, or (y) prepay, in accordance with the provisions of Section 2.12, such Eurocurrency 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 either Borrower to increase its Commitment pursuant to Section 2.09(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 such increased Commitments requesting Borrower and the Administrative Agent whereupon such 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 2.01 shall be deemed to be amended to so increase the Commitment of such Lender. (d) Notwithstanding anything to the contrary in this Section 2.09 (i) in no event shall transactions effected pursuant to funding procedures then agreed this Section 2.09, taken in the aggregate, cause the aggregate Commitments hereunder to increase by the Company an amount greater than $150.0 million 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. On each Increased Commitment Closing Date, participating interests do so 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 Sectionits sole discretion.

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 exceeding $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 shall not exceed $250,000,000 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 other and sell to each other outstanding Loans sufficient to cause the outstanding Loans of each Bank and Augmenting Bank to equal its Pro Rata Share (xas so adjusted) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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, the Agent, the Swingline Lender aggregate outstanding Loans. Such purchase and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 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. 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 Sectionit 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 and is continuing, agree that the Borrower may from time to time, upon at least 10 days’ written notice to the Agent (who shall promptly provide a copy of such Banks shall makenotice to each Bank), obtain or propose to increase the Aggregate Commitment Amount by increments of $25,000,000, to an amount not to exceed $2,000,000,000 (the amount of their Commitments any such increase, the “Additional Commitment Amount”). Each Bank may, not more than 10 Business Days following receipt of such notice, elect by executing and delivering written notice to the Borrower and the Agent an Increased to increase its Commitment Notice specifying (i) the by a principal amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent equal to its Percentage of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $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 $25,000,000 and (y) no more than four Increased Additional Commitment Closing Dates may be selected by the Company after the Closing DateAmount. No Bank (or any successor thereto) shall have any obligation to participate in increase its Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by a Bank to increase described in this paragraph unless it agrees to do so its Commitment shall be made in its sole discretiondiscretion independently from any other Bank. (b) Any additional bankIf any Bank shall not elect to increase its Commitment pursuant to paragraph (a), the Borrower may designate another bank or other financial institution (which may be, but need not be, one or other entity which, with the consent more of the Companyexisting Banks) which at the time agrees to, in the Agentcase of any such Person that is an existing Bank, increase its Commitment and in the case of any other such Person (each such Person, and each Person that shall accept an assignment as provided in Section 2.7 is an “Additional Bank”), become a party to this Agreement; provided, however, that any new bank or financial institution must meet the criteria for an Eligible Assignee and must in all other respects be acceptable to the Agent and the Swingline Lender and the Issuing Bank (Bank, which consent shall acceptance will not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially . The sum of the increases in the form Commitments of Exhibit J-1, whereupon such bank, financial institution or other entity the existing Banks pursuant to this paragraph (a “New Bank”b) plus the Commitments of the Additional Banks shall become a Bank for all purposes and to not in the same extent as if originally a party hereto and shall be bound by and entitled to aggregate exceed the benefits unsubscribed amount of this Agreementthe Additional Commitment Amount. (c) Initial Loans made under An increase in the aggregate amount of the Aggregate Commitment Amount pursuant to this Section 2.6 shall become effective upon the receipt by the Agent of an agreement in form and substance satisfactory to the Agent signed by the Borrower, by each Additional Bank and by each other Bank whose Aggregate Commitment Amount is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, and such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and such opinions of counsel for the Borrower with respect to the increase in the Aggregate Commitment Amount as the Agent may reasonably request. (d) Upon the acceptance of any such agreement by the Agent, the Aggregate Commitment Amount shall automatically be increased by the amount of the Commitments shall be made added through such agreement. (e) Upon any increase in the aggregate amount of the Commitments pursuant to funding procedures this Section 2.6 that is not pro rata among all Banks, within five (5) Business Days, in the case of any Revolving Advances bearing interest at the Floating Rate, and at the end of the then agreed to by current Interest Period with respect thereto, in the Company and case of any Revolving Advances bearing interest at a LIBO Rate, the Agent (including as Borrower shall prepay such Advances in their entirety and, to the initial interest applicable extent the Borrower elect to such Loans)do so and subject to the conditions specified in Section 2.5, and payments of principal, interest and fees under this Agreement the Borrower shall be made by reborrow Revolving Advances from the Company Banks in proportion to give their respective Commitments after giving effect to such procedures and the timing of increase, until such increased Commitments. On each Increased Commitment Closing Date, participating interests in Letters of Credit and Swingline Loans shall be adjusted time as directed all outstanding Revolving Advances are held 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 Sectionsuch proportion.

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 occurrence of the Second Amendment Effective Date, the Additional Lender hereby agrees (i) to provide Additional Commitments such that, after giving effect to such Additional Commitments, such Additional Lender has a Commitment in the amount of such increase set forth on Annex A attached hereto and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the to make one or more Revolving Loans and purchase participations in L/C Obligations in an aggregate amount of increased Commitments obtained after the Closing Date pursuant not to this paragraph shall not exceed $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 $25,000,000 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 discretionCommitment. (b) Any additional bankThe Additional Commitments provided pursuant to this Increase and Amendment Agreement will constitute Commitments under, financial institution or other entity whichand as defined in, with the consent Credit Agreement and are in addition to the Commitments under the Credit Agreement in effect immediately prior to the effectiveness of this Increase and Amendment Agreement. The Additional Lender, the Borrower, the Administrative Agent and each Issuing Bank each acknowledge and agree that, upon the incurrence of Loans pursuant to the Additional Commitments provided under this Increase and Amendment Agreement and Section 2.17 of the CompanyCredit Agreement, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 Loans will constitute Revolving Loans for all purposes of the Credit Agreement and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreementother Credit Documents. (c) Initial Loans made The Additional Lender (a) represents, warrants and agrees that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Increase and Amendment Agreement and to consummate the transactions contemplated hereby and to become a Lender under any the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.10(a) of the Credit Agreement (subject to such increased Commitments consents, if any, as may be required under Section 10.10(a) of the Credit Agreement), (iii) from and after the Second Amendment Effective Date, it shall be made bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the rights under the Credit Agreement and either it, or the Person exercising discretion in making its decision to acquire the rights under the Credit Agreement, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 5.8 of the Credit Agreement and the most recent financial statements delivered pursuant to funding procedures then agreed to by Section 6.6 of the Company and the Agent (including Credit Agreement, as to the initial interest applicable to such Loans)applicable, and payments of principal, interest such other documents and fees under this Agreement shall be made by the Company information as it deems appropriate 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 Section.make its own credit analysis and

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 Banks, Banks but subject to the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $250,000,000 and (ii) without the consent approval of the Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank Agent (which consent shall not be unreasonably withheld or delayedwithheld), elects to become a “effectuate from time to time an increase in the 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 shall equal the increase in Commitments effectuated pursuant to this SECTION 13; PROVIDED that (a) no increase in Commitments pursuant to this SECTION 13 shall result in the Aggregate Commitment exceeding $300,000,000, (b) no Bank” under 's Commitment amount shall be increased without the consent of such Bank, and (c) on the effective date of any such increase in Aggregate Commitment, there are no outstanding Eurodollar Loans. The Company shall give the Agent three Business Days' notice of the Company's intention to increase the Aggregate Commitment pursuant to this Agreement SECTION 13. Such notice shall specify each new commercial bank or other financial institution, if any, the changes in connection with any transaction described in Section 2.23(a) amounts of Commitments that will result, and such other information as is reasonably requested by the Agent. Each new commercial bank or other financial institution, and each Bank agreeing to increase its Commitment, shall execute a New Bank Supplement (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 deliver to the same extent as if originally Agent a document satisfactory to the 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. On each Increased documents, such new commercial bank or financial institution shall constitute a "Bank" under the Credit Agreement with a Commitment Closing Dateas specified therein, participating interests in Letters of Credit and Swingline Loans or such Bank's Commitment shall be adjusted increase as directed by specified therein, as 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 Sectioncase may be.

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 and delivering under the Tranche 2 Facility. In the event the Company desires to increase the Agent an Increased Commitment Notice specifying (i) Commitments, the amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoingAdministrative Agent, (i) without the consent upon receipt of the Required Bankswritten request from the Company described above, the aggregate amount of increased Commitments obtained after the Closing Date pursuant may offer to this paragraph shall not exceed $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 $25,000,000 and any Bank or (y) no one or more than four Increased Commitment Closing Dates may be selected by banks, financial institutions or other entities, which are not Banks and are acceptable to the Company after Administrative Agent in its sole discretion ("New Banks"), the Closing Date. No Bank shall have any obligation opportunity to participate in any or all of the Commitment Increase Amount. Any such 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 shall become effective upon the consent of execution by the Company, the Agent, Administrative Agent and any lender providing a portion of the Swingline Lender Commitment Increase Amount of an assumption agreement in form and substance reasonably satisfactory to the Administrative Agent and the Issuing Bank (which consent shall not be unreasonably withheld or delayed)Company, elects pursuant to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute which, if such lender is a New Bank Supplement (eachBank, a “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 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 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 made by reallocated in accordance with the Company to give effect to definition of "Pro Rata Share" and if there are any outstanding Loans, the Banks and/ or such procedures and New Bank providing the timing of Commitment Increase Amount shall make such increased Commitments. On each Increased Commitment Closing Date, participating interests in Letters of Credit and Swingline Loans shall be adjusted payments among themselves as directed by the Administrative Agent so that each Bank is responsible for its Pro Rata Share of such Loans. This Agreement and the other Loan Documents shall be deemed to be amended to reflect the then respective Commitment Percentages Increase Amount and the addition of the Banks. Payments to the any New Banks in respect of the Loans as Banks party hereto and Letters of Credit will be made to give effect to the allocations or reallocations described in this Sectionthereto."

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 and is continuing, agree that the Borrower may from time to time, upon at least 10 days’ written notice to the Agent (who shall promptly provide a copy of such Banks shall makenotice to each Bank or Additional Bank (as defined below)), obtain or propose to increase the Aggregate Commitment Amount by increments of $25,000,000, to an amount not to exceed $5,000,000,000 (the amount of their Commitments any such increase, the “Additional Commitment Amount”). Each Bank and Additional Bank may, not more than 10 Business Days following receipt of such notice, elect by executing and delivering written notice to the Borrower and the Agent an Increased Commitment Notice specifying (i) to participate in the requested increase of Commitments and 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 shall not exceed $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 $25,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by the Company after the Closing Dateparticipation. No Bank (or any successor thereto) shall have any obligation to participate in increase its Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by a Bank to increase described in this paragraph unless it agrees to do so its Commitment shall be made in its sole discretiondiscretion independently from any other Bank. Any Bank that does not respond to a request to increase its Commitment hereunder shall be deemed to have declined such request. (b) Any additional bank, The Borrower may designate any Bank or other financial institution which at the time agrees to, in the case of any such Person that is an existing Bank, increase its Commitment and in the case of any other such Person (each such Person, and each Person that shall accept an assignment as provided in Section 2.7 is an “Additional Bank”), become a party to this Agreement; provided, however, that any new bank or financial institution must meet the criteria for an Eligible Assignee and must in all other entity which, with respects be acceptable to the consent of the Company, the Agent, Agent and the Swingline Lender and the Issuing Bank (Bank, which consent shall acceptance will not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially . The sum of the increases in the form Commitments of Exhibit J-1, whereupon such bank, financial institution or other entity the existing Banks pursuant to this paragraph (a “New Bank”b) plus the Commitments of the Additional Banks shall become a Bank for all purposes and to not in the same extent as if originally a party hereto and shall be bound by and entitled to aggregate exceed the benefits unsubscribed amount of this Agreementthe Additional Commitment Amount. (c) Initial Loans made under An increase in the aggregate amount of the Aggregate Commitment Amount pursuant to this Section 2.6 shall become effective upon the receipt by the Agent of an agreement in form and substance satisfactory to the Agent signed by the Borrower, by each Additional Bank and by each other Bank whose Aggregate Commitment Amount is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, and such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and such opinions of counsel for the Borrower with respect to the increase in the Aggregate Commitment Amount as the Agent may reasonably request. (d) Upon the acceptance of any such agreement by the Agent, the Aggregate Commitment Amount shall automatically be increased by the amount of the Commitments shall be made added through such agreement. (e) Upon any increase in the aggregate amount of the Commitments pursuant to funding procedures this Section 2.6 that is not pro rata among all Banks, within five (5) Business Days, in the case of any Revolving Advances bearing interest at the Floating Rate, and at the end of the then agreed to by current Interest Period with respect thereto, in the Company and case of any Revolving Advances bearing interest at a LIBO Rate, the Agent (including as Borrower shall prepay such Advances in their entirety and, to the initial interest applicable extent the Borrower elect to such Loans)do so and subject to the conditions specified in Section 2.5, and payments of principal, interest and fees under this Agreement the Borrower shall be made by reborrow Revolving Advances from the Company Banks in proportion to give their respective Commitments after giving effect to such procedures and the timing of increase, until such increased Commitments. On each Increased Commitment Closing Date, participating interests in Letters of Credit and Swingline Loans shall be adjusted time as directed all outstanding Revolving Advances are held 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 Sectionsuch proportion.

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 and all prior or contemporaneous increases in the commitments under the Other Credit Facilities (including in each case by way of creating new Commitments), in each case on or after the Closing Date pursuant to this paragraph shall Effective Date, does not exceed $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 $25,000,000 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 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 CompanyBorrower, (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 AgentBorrower will, notwithstanding anything to the Swingline Lender 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 Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form Administrative Agent 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. 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 SectionNotes.

Increase of Commitments. (a) The Company and any may from time to time request an increase in the Commitments or one or more Banks tranches of term loans (including New Banks) may“Incremental Term Loans”), at any time when no Default or Event in each case in minimum increments of Default has occurred and is continuing$20,000,000 so long as, 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 Banksafter giving effect thereto, the aggregate amount of increased the Commitments obtained after the Closing Date pursuant to this paragraph shall and all such Incremental Term Loans does not exceed $250,000,000 250,000,000. The Company may arrange for any such increase or tranche to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, or to participate in such a tranche an “Increasing Lender”), or by one or more new Lenders (each new Lender, an “Augmenting Lender”), to increase their existing Commitments, or to participate in such a tranche, or extend Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Company and the Administrative Agent (in each case such approval not to be unreasonably withheld) and (ii) without the consent of the Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount the case of at least $25,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by an Increasing Lender, 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, the Agent, the Swingline and such Increasing Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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 Company and such bank, financial institution or other entity (a “New Bank”) Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. Increases and new Commitments and Incremental Term Loans created pursuant to this Section 2.20 shall become effective on the date agreed by the Company, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) or tranche of Incremental Term Loan shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or tranche, the condition set forth in paragraph (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 of the Company to that effect dated such date and executed by a Financial Officer and (ii) the Administrative Agent shall have received, to the same extent it so requests, documents consistent with those delivered on the Effective Date as if originally a party hereto to the corporate power and authority of the Borrowers to borrow hereunder and as to the corporate power and authority of Singapore to continue to be obligated under the Subsidiary Guaranty, in each case, 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) except in the case of any Incremental Term Loans, the Borrowers shall be bound 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 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 2.03). The deemed payments made pursuant to funding procedures then agreed to by clause (ii) of 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 immediately preceding sentence shall be made accompanied by payment of all accrued interest on the Company to give effect to such procedures and the timing of such increased Commitments. On each Increased Commitment Closing Dateamount prepaid and, 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 each Eurocurrency Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment and Letters of Credit will security with the Revolving Loans, and (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date), provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to give an amendment (an “Incremental Term Loan Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Augmenting Lender participating in such tranche, if any, and the Administrative Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the allocations other Loan Documents as may be necessary or reallocations described appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section.

Increase of Commitments. (a) The Company and any shall have the right, without the consent of the Banks but subject to the approval of the Agent (which approval shall not be unreasonably withheld), to effectuate from time to time an increase in the total Commitments under this Agreement by adding to this Agreement one or more Persons that are Eligible Assignees (who shall, upon completion of the requirements stated in this Section, constitute "Banks" hereunder), or by allowing one or more Banks to increase their Commitments hereunder, so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section; provided that (including New Banksa) may, at any time when no increase in Commitments pursuant to this Section shall result in the total Commitments exceeding $550,000,000 or shall result in the aggregate amount of the increases in the Commitments effectuated pursuant to this Section since the date of this Agreement being in excess of the sum of $50,000,000 plus the aggregate amount (but not greater than $50,000,000) of all non-ratable reductions and terminations of Commitments effectuated pursuant to Section 2.08; (b)no Bank's Commitment shall be increased without the consent of such Bank; (c) there has occurred and is continuing no Default or Event of Default Default, and (d) there has occurred and is continuingbeen no ratable reduction of Commitments pursuant to Section 2.07. The Company shall deliver or pay, agree that such Banks shall makeas applicable, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying each of the following items prior to 11:00 a.m. (Houston time) (i) three Business Days prior to the amount requested effective date of such increase and in the Commitments, if such date is a No Loan Date, or (ii) five Business Days prior to the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent requested effective date of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $250,000,000 and (ii) without the consent of the Agent, (x) each such increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit J-1Commitments, whereupon if such bank, financial institution or other entity (date is not 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 Section.No Loan

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) Borrower 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 shall not exceed $250,000,000 and (ii) without the consent of the Agent, (x) in each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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, case with the consent of the CompanyAdministrative 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 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 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 $2,625,000,000; (iii) no Default shall have occurred and be continuing on the relevant Commitment Increase Date; and (iv) the representations and warranties of the Borrower 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 warranty is expressly stated to have been made as of a specific date, as of such specific date); and provided, 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 certificate signed by a duly authorized officer of the Swingline Lender and Borrower stating that the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects conditions with respect to become a “Bank” such Commitment Increase under this Agreement in connection with any transaction described in Section 2.23(ahave been satisfied and (B) shall execute a New Bank Supplement (eachan agreement, a “New Bank Supplement”), substantially in the form of Exhibit J-1G hereto, whereupon pursuant to which, effective as of such bankCommitment Increase Date, financial institution the Commitment of each such Increasing Bank shall be increased or other entity 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 the Borrower 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 (a “New Bank”B) above, together with the certificate referred to in clause (A) above, the Administrative Agent shall become a Bank for all purposes and give prompt notice of the relevant Commitment Increase to the same extent as Borrower and the Banks (including, if originally a party hereto and applicable, each Assuming Bank). On each Commitment Increase Date the Borrower shall be bound simultaneously (i) prepay in full the outstanding Syndicated Loans (if any) held by and entitled the Banks immediately prior to giving effect to the benefits of relevant Commitment Increase, (ii) if the Borrower shall have so requested in accordance with this Agreement. , borrow new Syndicated Loans from all Banks (cincluding, if applicable, any Assuming Bank) Initial such that, after giving effect thereto, the Syndicated Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to are held ratably by the Company Banks in accordance with their respective Commitments (after giving effect to such Commitment Increase) and the Agent (including as iii) pay to the initial interest applicable to such Loans)Banks the amounts, and payments if any, payable under Section 5.05.” 2.06. Section 5.06(a)(i) of principal, interest and fees under this the Existing Credit Agreement shall be made amended by inserting after the Company reference to give effect “2.04(c)” the reference 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 Section2.10”.

Increase of Commitments. (a) The Company and So long as, after giving pro forma effect to any one or more Banks such increase, (including New Banksx) may, at any time when no Default or Event of Default has occurred and is continuingcontinuing on the date thereof and (y) the Borrower is in compliance with the covenants set forth in Sections 6.16 and Section 6.17 (assuming for purposes of this Section 2.18(a) that the Commitments, agree that such Banks shall makeincluding any proposed increase in Tranche B Commitments, obtain or are fully drawn) (as evidenced by a certificate of a Financial Officer delivered to the Administrative Agent on the date the Borrower submits a Commitment Increase Notice), the Borrower may at any time and from time to time request an increase of the amount of their aggregate Tranche B Commitments by executing and delivering notice under Section 2.18(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 Tranche B Commitments pursuant to this Section 2.18 shall not exceed $50,000,000, (iiii) the Tranche B 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 shall not exceed $250,000,000 and (ii350,000,000(w) without the consent of the Agentif such increase occurs prior to December 31, 2016, $300,000,000, (x) each if such increase effected pursuant occurs on or after December 31, 2016 and prior to this paragraph shall be in a minimum amount of at least June 30, 2017, $25,000,000 and 250,000,000, (y) no more than four Increased if such increase occurs on or after June 30, 2017 and prior to December 31, 2017, $225,000,000 or (z) if such increase occurs on or after December 31, 2017, $200,000,000, in each case, without the approval of the Required Lenders. If the Borrower elects to increase the aggregate Tranche B Commitments by increasing the Tranche B Commitment Closing Dates may of a Lender, the Borrower, the Administrative Agent and such Lender shall execute an agreement (a “Commitment Increase Agreement”), in substantially the form attached hereto as Exhibit B, whereupon such Lender shall be selected bound by and entitled to the Company after benefits of this Agreement with respect to the Closing Datefull amount of its Tranche B Commitment as so increased, and the definition of “Tranche B Commitment” in Section 1.01 and Schedule 2.01 hereof shall be deemed to be amended to reflect such increase. No Bank Lender shall have any obligation whatsoever to participate in any agree to increase described in this paragraph unless it agrees to do so in its sole discretionCommitment. 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. (b) Any additional bankThe Borrower may, financial institution or other entity whichin its sole discretion, but with the consent of the Company, the Agent, the Swingline Administrative Agent as to any Person that is not at such time a Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects offer to become one or more additional banks or financial institutions the opportunity to participate in all or a “Bank” under this Agreement portion of the increased Tranche B Commitments pursuant to paragraph (c) below by notifying the Administrative Agent with a Commitment Increase Notice. Promptly and in connection with any transaction described event within five (5) Business Days after receipt of a Commitment Increase Notice from the Borrower of its desire to offer 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 Section 2.23(aall or a portion of the increased Tranche B Commitments. (c) Any additional bank or financial institution that the Borrower selects to offer participation in the increased Tranche B Commitments shall execute and deliver to the Administrative Agent a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity Lender Agreement (a “New BankLender Agreement”), in substantially the form attached hereto as Exhibit C, setting forth its Tranche B 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 “Tranche B Commitment” in Section 1.01 and Schedule 2.01 hereof shall be deemed amended to increase the aggregate Tranche B Commitments of the Tranche B Revolving Lenders by the Tranche B Commitment of such New Lender, provided that the Tranche B 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 Loans made under The effectiveness of 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 New Lender Agreement or Commitment Increase Agreement shall be made contingent upon receipt by the Company to give effect to such procedures and the timing 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 Tranche B 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 2.18(c) or any Tranche B Revolving Lender’s Tranche B Commitment is increased Commitments. On each Increased Commitment Closing Datepursuant to Section 2.18(a), participating interests additional Revolving Loans made on or after, participations in Letters of Credit issued on or after, and participations in Swingline Loans made on or after, the effectiveness thereof (the “Re-Allocation Date”) shall be adjusted as directed by the Agent to reflect the then made pro rata based on their respective Commitment Percentages of the Banks. Payments Commitments in effect on or after such Re-Allocation Date (except to the Banks extent that any such pro rata Loans or participations in respect of the Loans and Letters of Credit or Swingline Loans, as the case may be, would result in any Lender exceeding its Commitment, in which case such excess amount will be allocated to, and made to give effect by, such New Lender and/or Lenders with such increased Commitments to the allocations or reallocations described extent of, and pro rata based on, their respective Commitments), 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, and the 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 SectionAgreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding.

Increase of Commitments. (a) The Company and any shall have the right, without the consent of the Banks but subject to the approval of the Agent (which approval shall not be unreasonably withheld), to effectuate from time to time an increase in the total Commitments under this Agreement by adding to this Agreement one or more Persons that are Eligible Assignees (who shall, upon completion of the requirements stated in this Section, constitute "Banks" hereunder), or by allowing one or more Banks to increase their Commitments hereunder, so that such added and increased Commitments shall equal the increase in Commitments effectuated pursuant to this Section; provided that (including New Banksa) may, at any time when no increase in Commitments pursuant to this Section shall result in the total Commitments exceeding $300,000,000 or shall result in the aggregate amount of the increases in the Commitments effectuated pursuant to this Section since the date of this Agreement being in excess of the sum of $50,000,000 plus the aggregate amount (but not greater than $50,000,000) of all non-ratable reductions and terminations of Commitments effectuated pursuant to Section 2.08; (b) no Bank's Commitment shall be increased without the consent of such Bank; (c) there has occurred and is continuing no Default or Event of Default Default, and (d) there has occurred and is continuingbeen no ratable reduction of Commitments pursuant to Section 2.07. The Company shall deliver or pay, agree that such Banks shall makeas applicable, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying each of the following items prior to 11:00 a.m. (Houston time) (i) three Business Days prior to the amount requested effective date of such increase and in the Commitments, if such date is a No Loan Date, or (ii) five Business Days prior to the applicable Increased Commitment Closing requested effective date of such increase in the Commitments, if such date is not a No Loan Date. Notwithstanding the foregoing, : (iA) without the consent a written notice of the Required Banks, Company's intention to increase the aggregate amount of increased total Commitments obtained after the Closing Date pursuant to this paragraph Section, which shall not exceed specify each new Eligible Assignee, if any, the changes in amounts of Commitments that will result, and such other information as is reasonably requested by the Agent; (B) a document in form and substance as may be reasonably required by the Agent, executed and delivered by each new Eligible Assignee and each Bank agreeing to increase its Commitment, 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 Eligible Assignee, shall (among other matters) specify the CD Lending Office, Domestic Lending Office and LIBOR Lending Office of such new Eligible Assignee; (C) a Note in the principal amount of the Commitment of each new Eligible Assignee, or a replacement Note in the principal amount of the increased Commitment of each Bank agreeing to increase its Commitment, as the case may be, executed and delivered by the Company, which Note shall be in form and substance as may be reasonably required by Agent; and (D) a non-refundable processing fee of $250,000,000 and (ii) without 3,500, for the consent sole account of the Agent. Upon receipt of any notice referred to in clause (A) above, (x) the Agent will promptly notify each Bank thereof. Upon execution and delivery of such documents and the payment of such fee, such new Eligible Assignee shall constitute a "Bank" hereunder with a Commitment as specified therein, or such Bank's Commitment shall increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 and (y) no more than four Increased Commitment Closing Dates as specified therein, as the case may be selected by the be. 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 pay to the Banks in respect of the Loans any and Letters of Credit will be made to give effect all amounts to the allocations or reallocations described extent payable pursuant to Section 3.02 as a result of any such increase in this Sectionthe Commitments.

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 $375,000,000. It is understood that any increase in the amount of the Commitments pursuant to this paragraph Section 2.17 shall not exceed $250,000,000 and (ii) without the consent constitute an amendment of the Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 Section.

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 paragraph shall Effective Date, does not exceed $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 $25,000,000 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 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 CompanyBorrower, (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 AgentBorrower will, notwithstanding anything to the Swingline Lender 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 Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form Administrative Agent 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. 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 SectionNotes.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at 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 shall not exceed $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 $25,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by the Company after the Closing Date. No , the Agent may arrange for an existing 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, or another bank or financial institution or other entity whichinstitution, with the consent of the Company, the Agent, the Swingline Lender and the Issuing Borrower as to any such bank or financial institution that is not at such time a Bank (which consent shall not be unreasonably withheld or delayed), delayed so long as such bank or financial institution is an Eligible Assignee) to participate in a possible increase in the Commitments pursuant to the other terms and conditions of this Section 2.4; (b) Any such bank or financial institution that so elects to become a “Bank” under party to this Agreement in connection with any transaction described in Section 2.23(a) and obtain a Commitment shall execute an agreement (a "New Bank Supplement (each, a “New Bank Supplement”Agreement"), 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 $2,500,000; (c) Initial If an existing Bank accepts an offer to increase its Commitment pursuant to this Section 2.4, such Bank shall 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 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 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 arrange, 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 $2,500,000, and (v) after giving effect to any increase in the Commitments pursuant to this Section 2.4, the sum of the Commitments shall not exceed $150,000,000; 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 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 for delivery by the Agent to reflect the then respective Commitment Percentages each applicable Bank) a new Note payable to each applicable Bank (including each New Bank) participating in any increase of the Banks. Payments Commitments in the original principal amount of such Bank's Commitment after giving effect to the Banks in respect any such increase of the Loans and Letters of Credit will be made to give effect to the allocations or reallocations described in this SectionCommitments.

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 Commitments obtained after which is attached hereto as Exhibit F) setting forth the Closing Date pursuant to this paragraph shall not exceed $250,000,000 and (ii) without the consent amounts of the Agent, (x) each increase effected pursuant to this paragraph in Commitments and providing that the additional financial institutions participating shall be in a minimum amount deemed to be included as Banks for all purposes of at least $25,000,000 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 (y) no more than four Increased Commitment Closing Dates may be selected by including the delivery of certificates and legal opinions on behalf of the Company after relating to the Closing Date. amendment and new Notes), this Agreement shall be 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 Sectionhereunder.

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, provided that (i) the Required Banks (including New Bankseach Bank whose Commitment is to be increased) mayshall 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 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 any time when no Default the option of the Borrower, as set forth in clause (x) or Event (y) above but without the consent of Default has occurred and is continuing, agree that such the Required Banks shall make, obtain or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying so long as (i) 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 all such prior increases in the Commitments and all such prior creations of new Commitments, in each case created after the Effective Date, does not exceed $800,000,000 and (ii) after giving effect to such increase or new Commitment, the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent amount of the Required Banks, Commitment of any Bank shall not exceed 17.5% of the aggregate amount of increased the Commitments obtained after (excluding, for purposes of this clause (ii), any increase resulting solely from the Closing Date merger or the acquisition of one Bank into or by another Bank). It is understood that any increase in the amount of the Commitments pursuant to this paragraph Section 2.17 shall not exceed $250,000,000 and (ii) without the consent constitute an amendment of the Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 Section.

Increase of Commitments. (a) 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 Aggregate Commitment hereunder be increased to an amount not to exceed $100,000,000; provided, however, that no increase in the Aggregate Commitment shall be made at any a time when no a Default or Event of Default has shall have occurred and is be continuing. (b) In the event of such a requested increase in the Aggregate Commitment, 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) each of the amount Banks shall be given the opportunity to participate in the increased Commitments (x) initially ratably in the proportions that their respective Commitments bear to the Aggregate Commitment and (y) to the extent that the requested increase of Commitments is not fulfilled pursuant to the preceding clause (x), ratably in the proportion that the respective Commitments of the Banks desiring to participate in any such increase bear to the total of the Commitments of the increasing Banks, and (ii) to the applicable Increased Commitment Closing Date. Notwithstanding extent that the foregoing, (i) without the consent of the Required Banks, the aggregate amount of Banks do not elect so to participate in such increased Commitments obtained after being afforded an opportunity to do so, then the Closing Date pursuant Company shall consult with the Agent as to this paragraph shall not exceed $250,000,000 the number, identity and (ii) without requested Commitments of additional financial institutions which the Company may, upon the written consent of the Agent, which consent shall not be unreasonably withheld, invite to participate in the Commitments. (xc) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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 its Commitment pursuant to do so in its sole discretiona request by the Company hereunder. (bd) Any additional bank, financial institution In the event that the Company and one or more of the Banks (or other entity which, with financial institutions) shall agree upon such an increase in the consent of Aggregate Commitment (i) the Company, the Agent, the Swingline Lender Agent and the Issuing each Bank (which consent or other financial institution increasing its Commitment or extending a new Commitment shall not be unreasonably withheld or delayed), elects enter into an amendment to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) setting forth the amounts of the Commitments, as so increased, providing that the financial institutions extending new Commitments shall execute a New Bank Supplement (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 be Banks 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 setting forth such additional provisions as the Agent shall consider reasonably appropriate and (cii) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company shall furnish new Notes to each financial institution that is extending a new Commitment. No such amendment shall require the approval or consent of any Bank whose Commitment is not being increased. Upon the execution and delivery of such amendment as provided above, and upon satisfaction of such other conditions as the Agent may reasonably specify upon the request of the financial institutions that are increasing or extending new Commitments (including as to the initial interest applicable to such Loansdelivery of certificates, evidence of corporate authority and legal opinions on behalf of the Company), and payments of principal, interest and fees under this Agreement shall be made by the Company deemed 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 Sectionamended accordingly.

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) 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 Third Amendment Effective Date, does not exceed the sum of $465,125,000500,000,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the total aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not hereunder does not, at any time, exceed $250,000,000 and 1,300,000,0002,200,000,000. (iib) without Any such increase in the consent Commitments (the “Incremental Commitments”) hereunder shall apply, at the option of the AgentBorrower, (x) to the Commitment of one or more Banks; provided that (i) the Administrative Agent, each increase effected 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 paragraph shall be in a minimum amount of at least $25,000,000 and Section 2.17 on such date) from all the Banks or (y) no to the creation of a new Commitment of one or more than four Increased 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 of counterparts of this Agreement, (ii) the Commitment Closing Dates may Schedule shall be selected 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 Company after Administrative Agent and the Closing Issuing Bank. The date on which the conditions set forth in this paragraph are satisfied is the “Increased Amount Date. No ” 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 Loansincremental 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 Effective Date and any other Loans made under this Agreement. (f) It is understood that any increase in the amount of the Commitments pursuant to this Section 2.17 shall not constitute an amendment of 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 Section.

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 Section 2.19 shall not exceed $250,000,000 200,000,000, (iii) the sum of the Commitments of all Lenders under this Agreement shall not exceed $300,000,000, (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 the Agent, (x) each increase effected pursuant Market Value is equal to this paragraph shall be in a minimum amount of at least $25,000,000 and (y) no more or greater than four Increased Commitment Closing Dates may be selected by (4) times the Company Threshold Value (calculated at the time of, and after giving effect to, such increase). If the Closing Date. No Bank shall conditions in 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, the Agent, the Swingline Administrative Agent as to any Person that is not at such time a Lender and the Issuing Bank (which 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 in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank SupplementCommitment Increase Agreement”), in 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. On each Increased Commitment Closing Date, participating interests in Letters of Credit and Swingline new Loans shall be adjusted as directed by deemed continuations of Borrowings. (e) If on any Re-Allocation Date there is an unpaid principal amount of SOFR Loans, such SOFR Loans shall remain outstanding with the Agent respective holders thereof until the expiration of their respective Interest Periods (unless the Borrower elects to reflect prepay any thereof in accordance with the then respective Commitment Percentages applicable provisions of the Banks. Payments this Agreement), and interest on and repayments of such SOFR Loans will be paid thereon to the Banks in respect of respective Lenders holding such SOFR Loans pro rata based on the Loans and Letters of Credit will be made to give effect to the allocations or reallocations described in this Sectionrespective principal amounts thereof outstanding.

Increase of Commitments. (a) The Company From time to time after the Restatement Date and any in accordance with this Section, the Borrower and one or more Banks Increasing Lenders (including New Banksas defined below) mayor Additional Lenders may enter into an agreement to increase the aggregate Revolving Commitments (an “Incremental Revolving Commitment”) and/or make term loan commitments hereunder (an “Incremental Term Loan Commitment”; together with the Incremental Revolving Commitment, the “Incremental Commitments”) so long as the following conditions are satisfied: (i) (A) unless otherwise agreed by the Administrative Agent, each Incremental Commitment pursuant to this Section shall be in an amount not less than $10,000,000, and (B) the aggregate principal amount of all such Incremental Commitments made pursuant to this Section shall not exceed an aggregate amount equal to the Maximum Incremental Commitment Amount; (ii) the Borrower shall execute and deliver such documents and instruments and take such other actions as may be reasonably required by the Administrative Agent in connection with and at the time of any such proposed increase; (iii) at the time when of and immediately after giving effect to any such proposed increase no Default or Event of Default shall exist or, in the case of any Incremental Term Loan Commitment established to finance a Limited Condition Transaction, no Event of Default under Sections 8.1(h) or 8.1(i) exists or would result from such Limited Condition Transaction; provided, that, in the case of any Incremental Term Loan Commitment established to finance a Limited Condition Transaction, the date of determination of whether the condition in this clause (iii) has occurred been satisfied shall, at the option of the Borrower, be the LCT Test Date for such Limited Condition Transaction; (iv) all representations and is continuingwarranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, agree that in which case such Banks representations and warranties shall makebe true and correct in all respects); provided that, obtain in the case of any Incremental Term Loan Commitment established to finance a Limited Condition Transaction, such representations and warranties may be limited to customary “SunGard” specified representations; (v) any incremental term loans made pursuant to this Section (the “Incremental Term Loans”) shall have a maturity date no earlier than the Maturity Date; (vi) any Incremental Revolving Commitments provided pursuant to this Section shall have the same terms and conditions as the existing Revolving Commitments hereunder, including, without limitation, the Revolving Commitment Termination Date and Applicable Margin; (vii) Parent and its Subsidiaries shall be in compliance with the financial covenant set forth in Article VI as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are required to have been delivered pursuant to Section 5.1(a) or increase (b), calculated on a Pro Forma Basis and as if all such Incremental Term Loans had been made and all such Incremental Revolving Commitments had been established (and fully funded) as of the first day of the relevant period for testing compliance (but calculated without including the cash proceeds of any such Incremental Term Loans or Incremental Revolving Commitments in the amount of their unrestricted cash and Cash Equivalents to be netted in the calculation of Consolidated Total Net Leverage Ratio); provided, that, (a) in the case of any Incremental Commitments by executing established to finance a Material Acquisition, the Consolidated Total Net Leverage Ratio may be 0.50 greater than the otherwise applicable covenant level set forth in Article VI and delivering (b) in the case of any Incremental Term Loan Commitment established to finance a Limited Condition Transaction, the Agent an Increased Commitment Notice specifying date of determination of whether the condition in this clause (ivii) has been satisfied shall, at the option of the Borrower, be the LCT Test Date for such Limited Condition Transaction; (viii) any collateral securing any such Incremental Commitments and Incremental Term Loans shall also secure all other Obligations on a pari passu basis; (ix) the scheduled amortization installments with respect to any Incremental Term Loans may not be more frequent than quarterly and the aggregate annual amount of scheduled amortization with respect to any Incremental Term Loans may not exceed 10% of the original principal amount of such increase Incremental Term Loans (it being understood that, subject to this clause (viii), the amortization schedule applicable to (and (iithe effect thereon of any prepayments of) any Incremental Term Loans shall be determined by the Borrower and 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 shall not exceed $250,000,000 and (ii) without the consent of the Agent, Increasing Lenders; (x) each increase effected pursuant covenants and events of default applicable to any Incremental Term Loan commitments or Incremental Term Loan shall be identical to those applicable to the Revolving Commitments and the Revolving Loans, other than any such covenants and events of default applicable after the Maturity Date in effect on the date of incurrence of such Incremental Term Loans; and (xi) except for the terms referred to above and otherwise subject to this paragraph Section 2.23, to the extent the terms and conditions of any Incremental Term Loans (other than interest rates (whether fixed or floating), interest margins, benchmark rate floors, upfront fees, original issue discounts and prepayment terms (including “no call” terms and other restrictions thereon) and premiums) are not consistent with those of the Revolving Loans, such differences shall be in a minimum amount of at least $25,000,000 and acceptable to the Administrative Agent (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 such acceptance not 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed). (b) The Borrower shall provide at least 30 days’ written notice to the Administrative Agent (who shall promptly provide a copy of such notice to each Lender) of any proposal to establish an Incremental Commitment. The Borrower may also, elects but is not required to, specify any fees offered to become those Lenders (the “Increasing Lenders”) that agree to increase the principal amount of their Revolving Commitments and/or provide Incremental Term Loans, which fees may be variable based upon the amount by which any such Lender is willing to increase the principal amount of its Revolving Commitment and/or provide Incremental Term Loans, as applicable. Each Increasing Lender shall as soon as practicable, and in any case within 15 days following receipt of such notice, specify in a “Bank” under this Agreement in connection with written notice to the Borrower and the Administrative Agent the amount of such proposed Incremental Commitment and/or Incremental Term Loans that it is willing to provide. No Lender (or any transaction described in Section 2.23(asuccessor thereto) shall execute have any obligation, express or implied, to offer to increase the aggregate principal amount of its Revolving Commitment and/or provide Incremental Term Loans, and any decision by a New Bank Supplement (each, a “New Bank Supplement”), substantially Lender to increase its Revolving Commitment and/or provide Incremental Term Loans shall be made in its sole discretion independently from any other Lender. Only the consent of each Increasing Lender shall be required for an increase in the form aggregate principal amount of Exhibit J-1the Revolving Commitments and/or the providing of Incremental Term Loans, whereupon as applicable, pursuant to this Section. No Lender which declines to increase the principal amount of its Revolving Commitment and/or provide Incremental Term Loans may be replaced with respect to its existing Revolving Commitment and/or any existing Incremental Term Loans, as applicable, as a result thereof without such bankLender’s consent. If any Lender shall fail to notify the Borrower and the Administrative Agent in writing about whether it will increase its Revolving Commitment and/or provide Incremental Term Loans within 15 days after receipt of such notice, 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 such Lender shall be bound by deemed to have declined to increase its Revolving Commitment and/or provide Incremental Term Loans, as applicable. The Borrower may also designate Additional Lenders to provide all or a portion of such Incremental Commitment, and entitled the Borrower and the Administrative Agent shall have discretion jointly to adjust the benefits allocation of this Agreementsuch Incremental Revolving Commitments and/or such Incremental Term Loans among the Increasing Lenders and the Additional Lenders. The sum of the increase in the Revolving Commitments and the Incremental Term Loans of the Increasing Lenders plus the Revolving Commitments and the Incremental Term Loans of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Maximum Incremental Commitment Amount. (c) Initial Loans made under Subject to subsections (a) and (b) of this Section, any such increased Commitments increase requested by the Borrower shall be made pursuant effective upon delivery to funding procedures then agreed the Administrative Agent of each of the following documents: (i) an originally executed copy of an instrument of joinder, in form and substance reasonably acceptable to the Administrative Agent, executed by the Company Borrower, by each Additional Lender and by each Increasing Lender, setting forth the Agent new Revolving Commitments and/or new Incremental Term Loan commitments, as applicable, of such Lenders, the new outstanding LC Commitment (including as to the initial interest applicable to such Loansif applicable), and payments setting forth the agreement of principal, interest and fees under each Additional Lender to become a party to this Agreement shall and to be made bound by all of the terms and provisions hereof; (ii) such evidence of appropriate corporate authorization on the part of the Borrower with respect to such Incremental Commitment and such opinions of counsel for the Borrower with respect to such Incremental Commitment as the Administrative Agent may reasonably request; (iii) a certificate of the Borrower signed by a Responsible Officer, in form and substance reasonably acceptable to the Administrative Agent, certifying that each of the conditions in subsection (a) of this Section has been satisfied; (iv) to the extent requested by any Additional Lender or any Increasing Lender, executed promissory notes evidencing such Incremental Revolving Commitments and/or such Incremental Term Loans, issued by the Company Borrower in accordance with Section 2.10; and (v) any other certificates or documents that the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to give effect to the Administrative Agent. Upon the effectiveness of any such procedures Incremental Commitment, the Commitments and the timing Pro Rata Share of such increased Commitments. On each Increased Commitment Closing Date, participating interests in Letters of Credit and Swingline Loans shall Lender will 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 Incremental Revolving Commitments and/or the Incremental Term Loans, as applicable, the LC Commitment will be increased automatically (if applicable), and Schedule II shall automatically be deemed amended accordingly. (d) All terms of the initial Incremental Term Loan advanced hereunder and any other Incremental Term Loans that are different from the terms outstanding under the Credit Agreement immediately prior to the incurrence of such Incremental Term Loans (any such initial Incremental Term Loan and other Incremental Term Loans, the “Non-Conforming Credit Extensions”) shall be as set forth in a separate assumption agreement among the Borrower, the Lenders providing such Incremental Term Loans and the Administrative Agent, the execution and delivery of which agreement shall be a condition to the effectiveness of the Non-Conforming Credit Extensions. The scheduled principal payments on any existing Incremental Term Loans shall be ratably increased after the making of any new Incremental Term Loans (other than Incremental Term Loans that are Non-Conforming Credit Extensions) under this Section by the aggregate principal amount of such Incremental Term Loans. After the incurrence of any Non-Conforming Credit Extensions, all optional prepayments of Incremental Term Loans shall be allocated ratably between the then-outstanding Incremental Term Loans and such Non-Conforming Credit Extensions. Notwithstanding anything to the contrary in Section 10.2, the Administrative Agent is expressly permitted to amend the Loan Documents to the extent necessary to give effect to any increase pursuant to this Section and mechanical changes necessary or advisable in connection therewith (including amendments to (i) implement the requirements in the preceding two sentences, (ii) ensure pro rata allocations or reallocations described in of Eurodollar Loans and Base Rate Loans between Loans incurred pursuant to this SectionSection and Loans outstanding immediately prior to any such incurrence, (iii) provide optional and mandatory prepayments for any Incremental Term Loans, and (iv) reflect any maturity date after the Maturity Date (including, without limitation, amendments to any provisions of this Credit Agreement affected by such later maturity date)).

Increase of Commitments. (a) The Company From time to time prior to the Termination Date and any one or more Banks (including New Banks) in accordance with this Section 2.17, the SPV 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 thirty (30) days’ prior written notice to the Agent (who shall promptly provide a copy of such notice to each Managing Agent), propose to increase the Facility Limit (each such increase, an Increased Commitment Notice specifying “Incremental Commitment”); provided, that: (i) the aggregate amount of such increase and all Incremental Commitments shall not exceed the Maximum Incremental Facility Amount; (ii) the applicable Increased any Incremental 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 shall not exceed $250,000,000 and (ii) without the consent of the Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum principal amount of at least $25,000,000 10,000,000 and in integral multiples of $10,000,000 in excess thereof and shall be offered to each Committed Investor on a pro-rata basis in proportion to the Commitment amount of such Committed Investor and shall be for a time period agreed to by all Committed Investors; (yiii) no more than four Increased Commitment Closing Dates Termination Event or Potential Termination Event shall exist and be continuing at the time of the establishment of any Incremental Commitment; (iv) the conditions set forth in Section 5.3 shall be satisfied as of the date of the establishment of any Incremental Commitment; (v) the SPV shall have provided to the Agent a certificate, in form a detail reasonably acceptable to the Agent, demonstrating compliance with the terms of this Agreement taking into account such Incremental Commitment; (vi) the Agent shall have received all documents (including resolutions of the board of directors of the SPV, the Servicer, Colliers and any other Originator and opinions of counsel to the such Persons) it may be selected by reasonably request relating to such Incremental Commitments, all in form and substance reasonably satisfactory to the Company after Agent; (vii) any Incremental Commitments shall have terms identical to those for the Closing Date. No Bank initial Commitments under this Agreement; (viii) no Investor shall have any obligation to participate in provide any increase described in this paragraph unless it agrees Incremental Commitment, and any decision by an Investor to do so provide any Incremental Commitment shall be made in its sole discretiondiscretion independently from any other Investor; (ix) any Incremental Commitments shall be pursuant to a commitment agreement, joinder agreement or other document in form and substance reasonably acceptable to the Agent, and upon the effectiveness of such commitment agreement, joinder agreement or other document pursuant to the terms thereof, the Commitments, as applicable, shall automatically be increased by the amount of the Commitments added through such commitment agreement, joinder agreement or other document; (x) the SPV shall pay any applicable upfront or arrangement fees in connection with such Incremental Commitments; (xi) all other terms and conditions with respect to any such Incremental Commitments shall be reasonably satisfactory to the Agent; and (xii) any such Incremental Commitment shall be accompanied by an equal and corresponding Incremental Commitment under the CF Transfer Agreement. (b) Any additional bank, financial institution or other entity which, with Upon the consent effectiveness of the Company, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 Incremental Commitment 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 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 Investor will 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 SectionIncremental Commitments.

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 Section 2.16 shall not exceed $250,000,000 and (ii) without the consent constitute an amendment of the Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 Section.ARTICLE III

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 shall not at any time exceed $250,000,000 and (ii) without the consent of the Agent375,000,000 after giving effect to any such increase. Each Bank, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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 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 the Company, the Administrative Agent, another one or more financial institutions, each as approved by the Swingline Lender Borrower and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity Administrative Agent (a “New Bank”), may commit to provide an amount equal to the 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 at least $5,000,000 and an integral multiple of $5,000,000 in excess thereof. Upon receipt of notice from the Administrative Agent 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 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 become a Bank for execute and deliver an Increased Commitment Supplement in the form attached hereto as Exhibit G (the “Increased Commitment Supplement”). If all purposes and existing Banks shall not have provided their pro rata portion of the requested increase, then after giving effect to the same extent as if originally a party hereto and shall requested increase the outstanding Loans may not be bound by and entitled to held pro rata in accordance with 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 new Commitments. On each In order to remedy the foregoing, on the effective date of the Increased Commitment Closing DateSupplement the Banks shall make advances among themselves, participating interests such advances to be in Letters of Credit and Swingline amounts sufficient so that after giving effect thereto, the Loans shall be adjusted as directed held by the Agent Banks pro rata according to reflect the then their respective Commitment Percentages Commitments. The advances made by a Bank under this Section 2.18 shall be deemed to be a purchase of the Banks. Payments to the Banks in respect a corresponding amount of the Loans and Letters of Credit will 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 SectionSection 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 shall not exceed $250,000,000 Section 2.18 more than three (3) times; and (iiiv) without the consent of the Agent, (x) 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 $25,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by the Company after the Closing Date500,000,000. 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, the Agent, the Swingline Lender Administrative Agent and the Issuing Bank (which consent shall not be unreasonably withheld other Banks, another one or delayed)more financial institutions, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in each as approved by the form of Exhibit J-1, whereupon such bank, financial institution or other entity Co-Borrowers and the Administrative Agent (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. 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 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 of the Loans and Letters of Credit will be made to give excess thereof), then: provided that no Default exists at such time or after giving effect to the allocations 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 reallocations described in has increased under the Increased Commitment Supplement (as compared to its Applicable Percentage prior to the 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 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 SectionSection 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 2019 Commitment, the 2020 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 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 paragraph shall not exceed $250,000,000 Section 2.17 on such date) from all the Banks and (iiv) without if such institution is neither a banking institution nor an affiliate of a Bank, such institution must be consented to by the consent 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 Agentforegoing conditions, each Incremental Bank shall become a Bank hereunder with respect to its Incremental Commitment and the incremental loans made pursuant thereto. (xd) each 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 effected in the amount of the Commitments pursuant to this paragraph Section 2.17 shall be in a minimum amount not constitute an amendment of at least $25,000,000 this Agreement or the Notes and (y) that 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 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 Section.

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 20262029 Commitments (prior to the Agent an Increased 2026 Commitment Notice specifying Termination Date) or the 2028 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 $500,000,000750,000,000 and the amount of any Commitments terminated by the Borrower pursuant to this paragraph shall not Section 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $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 $25,000,000 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 discretion2,200,000,0002,450,000,000. (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 CompanyBorrower, (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 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 Agent, the Swingline Lender and Borrower shall furnish to the Issuing Bank (which consent 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 be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 adversely affect the timing of such increased 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 Letter of Credit can be issued, and if the Administrative Agent has receivedrequests, such Issuing Bank shall provide a copy of such Letter of Credit Application from the Borrower and, if not, such Issuing Bank will provideto 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 Letter 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. 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 2026 Commitments. On , only by reference to the 2028 Facility). (iii) If the Borrower so requests in any applicable Letter of Credit Application, (i) upon the expiration of the initial term of each Increased Commitment Closing DateLetter of Credit, participating interests 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 this Agreement with respect to Letters of Credit and Swingline Loans issued by it prior to such replacement, but shall not be adjusted as directed by the Agent required to reflect the then respective Commitment Percentages of the Banks. Payments to the Banks in respect of the Loans and issue additional Letters of Credit will be made to give effect to the allocations or reallocations described in this SectionCredit.

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 either the 2014 Commitments or the 20152016 Commitments or both, (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 Effective Date, does not exceed the sum of $375,000,000 and the amount of any Commitments terminated by the Borrower pursuant to this paragraph shall not Section 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $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 $25,000,000 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 discretion1,500,000,000. (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 CompanyBorrower, (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 79580.000005 EMF_US 47579863v13 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 Agent, the Swingline Lender and Borrower shall furnish to the Issuing Bank (which consent 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 be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 adversely affect the timing of such increased Commitments. On each Increased Commitment Closing Date, participating interests in Letters Letter 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 issuance or reallocations described in this Sectionamendment.

Increase of Commitments. By delivery of an effective Increase Notice to the Agent (which the Agent shall promptly distribute to the Banks), the Borrower may request an increase of the aggregate amount of the Commitments; provided that (a) The Company the aggregate amount of the Commitments both before and any one or more Banks after giving effect to such requested increase shall not exceed $275,000,000, (including New Banksb) may, at any time when no Default or Event of Default has shall have occurred and is continuing, agree be continuing or would result therefrom and (c) the Borrower shall cause to be delivered to the Agent a commitment (or commitments) from (i) at least one Bank that commits to lending to the Borrower more than its then current Commitment (such Banks shall make, obtain Bank to be referred to herein as an "Existing Bank" and such amount of its commitment above its then current Commitment to be referred to herein as a "Commitment Supplement") and/or (ii) any other Person (including an Affiliate of a Bank) that meets the requirements (other than the approval requirement) of clause (a) or increase (b) of the definition of "Eligible Assignee" (as defined in Article I hereof) and that commits to lending to the Borrower and becoming a Bank under this Agreement (such Person to be referred to herein as a "New Bank" and the amount of their its commitment to be referred to herein as a "New Commitment") (each Existing Bank and each New Bank to be referred to herein collectively as the "Supplementing Banks"). Upon receipt of notice from the Agent to the Banks and the Borrower that the Supplementing Banks have agreed to commit to increase the Commitments by executing and delivering an aggregate amount equal to the Increase Amount (as defined below) and execution and delivery by the Borrower, the Agent and the Supplementing Banks of an Increased Commitment Notice specifying Agreement evidencing such agreement, then (iA) the amount then current aggregate Commitments shall be increased by the Increase Amount, (B) the then current Commitment of each Existing Bank shall be increased by such increase Existing Bank's Commitment Supplement and (iiC) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent each of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $250,000,000 and (ii) without the consent of the Agent, (x) each increase effected pursuant to this paragraph shall New Banks will be in added as a minimum amount of at least $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit J-1, whereupon and each 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 's Commitment shall be bound by and entitled to such New Bank's New Commitment. On the benefits effective date of this the Increased Commitment Agreement. (c) Initial Loans made under any such increased Commitments , the Borrower 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)request a Revolving Advance hereunder, and payments of principal, interest and fees under this Agreement which Revolving Advance shall be made by (and only by) the Company to give effect to such procedures and Supplementing Banks in the timing appropriate amounts as provided below. The proceeds of such increased Commitments. On each Increased Commitment Closing Date, participating interests in Letters of Credit and Swingline Loans Revolving Advance shall be adjusted as directed utilized by the Agent Borrower to reflect the then respective Commitment Percentages of the Banks. Payments to repay the Banks that did not agree to increase their Commitments, such Revolving Advance and repayment to be in respect of the Loans and Letters of Credit will be made to give amounts sufficient so that, after giving effect to the allocations or reallocations described Increased Commitment Agreement, the Revolving Advances and the Letter of Credit Exposure shall be held by the Banks according to their Pro Rata Share of the Commitments as increased in this Sectionaccordance with the Increased Commitment Agreement.

Increase of Commitments. (a) The At the request of the Company and any to the Administrative Agent, the aggregate Revolving Credit Commitments hereunder may be increased after the Closing Date on one or more Banks occasions by not more than an aggregate of $600,000,000; provided that (including New Banksi) mayeach such increase is in a minimum amount of $10,000,000 or $5,000,000 increments in excess thereof, at (ii) the sum of the aggregate Revolving Credit Commitments hereunder shall not exceed $1,850,000,000 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, each Swing Line Bank 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, each Swing Line Bank and each Issuing Lender that has an outstanding Letter of Credit (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 of increased Commitments obtained after Company, the Closing Date pursuant to this paragraph Administrative Agent and each financial institution in question shall not exceed $250,000,000 and (ii) without enter into a Commitment Increase Supplement setting forth the consent amounts of the Agent, (x) each increase effected pursuant to this paragraph in Revolving Credit Commitments and providing that the additional financial institutions participating shall be in a minimum amount deemed to be included as Banks for all purposes of at least $25,000,000 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 (y) no more than four Increased Commitment Closing Dates may be selected by including the delivery of certificates and legal opinions on behalf of the Company after relating to the Closing Date. amendment and new Notes), this Agreement shall be deemed to be amended accordingly. (c) No Bank shall have any obligation to participate increase its Revolving Credit Commitment in any increase described in this paragraph unless it agrees to do so in its sole discretionthe event of such a request by the Company hereunder. (bd) Any additional bank, financial institution or other entity which, with If any Term Benchmark Loans are outstanding on the consent of the Company, the Agent, the Swingline Lender and the Issuing date that a Commitment Increase Supplement becomes effective (A) each Bank (which consent shall not be unreasonably withheld or delayed), elects party to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank such Commitment Increase Supplement (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 deemed to the benefits of this Agreement. (c) Initial have purchased a participation in each such Loans made under any in an amount 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)that, and payments of principal, interest and fees under this Agreement shall be made by the Company to give after giving effect to such procedures participations, each Bank shall participate in each outstanding borrowing of each such Loan ratably according to their respective Revolving Credit Commitments and (B) the timing Administrative Agent shall, on the last day of the applicable Interest Periods, give appropriate notice to the applicable Banks to fund their respective Revolving Credit Commitment Percentages of such increased outstanding Loans, and shall reallocate such Loans among the Bank so that, after giving effect to such reallocation, each Bank shall participate in such outstanding Loans ratably according to their respective Revolving Credit Commitments. On each Increased Commitment Closing Date, participating interests in If any Swing Line Loans or Letters of Credit and Swingline Loans shall be adjusted as directed by are outstanding on the Agent to reflect date that a Commitment Increase Supplement becomes effective, the then respective Commitment Percentages of the Banks. Payments to the Banks Participation Interests in respect of the such Swing Line Loans and Letters of Credit will shall be made deemed to give be reallocated on such date according to the respective Revolving Credit Commitments of the Banks after giving effect to the allocations or reallocations described in this Sectionsuch Commitment Increase Supplement.

Increase of Commitments. (a) The Company and any Borrower shall have the right to increase the total Commitments from time to time (each such increase, a “Commitment Increase”) upon prior written notice to the Administrative Agent (or other notice acceptable to the Administrative Agent), by obtaining Commitments from one or more Banks Persons to which an assignment could be made pursuant to Section 9.04(b) (including New Banks) mayeach, at any time when no Default or Event of Default has occurred and is continuing, agree an “Increasing Lender”); 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 such increase and (ii) the applicable Increased each 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 shall not exceed $250,000,000 and (ii) without the consent of the Agent, (x) each increase effected pursuant to this paragraph Increase shall be in a minimum principal amount of at least $25,000,000 25,000,000, (ii) all such Commitment Increases shall not aggregate in excess of $1,000,000,000, (iii) no Commitment Increase shall become effective unless, at such time, (A) no Default then exists or would exist immediately after giving effect thereto, (B) the representations and warranties set forth in this Agreement and in the other Loan Documents are true and correct in all material respects (and in all respects if already qualified by materiality), except to the extent any such representations or warranties are limited to a specific date, in which case, such representations or warranties are accurate in all material respects as of such specific date, and (yC) no more than four Increased Commitment Closing Dates may be selected if requested by the Company after Administrative Agent, the Closing DateAdministrative Agent shall have received documents consistent with those delivered pursuant to Section 4.01(b), (c) and/or (d) and (iv) each such Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (such approvals to not be unreasonably withheld) to the extent the consent of the Administrative Agent or the Issuing Banks would be required to effect an assignment under Section 9.04(b). No Bank Lender shall have any obligation to participate in provide any increase described in this paragraph Commitment Increase unless and until it expressly agrees to do so in its sole discretion. On the effective date of any Commitment Increase (i) each relevant 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 Commitment Increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any Commitment Increase. 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 Term Benchmark Loan denominated in Euros, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the deemed payment occurs other than on the last date of the related Interest Periods. (b) Any additional bankEach Increasing Lender that was not, financial institution or other entity which, with prior to the consent effectiveness of the Companyapplicable Commitment Increase, a Lender shall execute and deliver to the Agent, the Swingline Lender Borrower and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute Administrative Agent a New Bank Lender Supplement (each, a “New Bank Lender Supplement”), ) substantially in the form of Exhibit J-1C hereto, whereupon such bank, financial institution or other entity (a “New Bank”) Increasing Lender shall become a Bank party to this Agreement and shall be a “Lender” for all purposes purposes, and to the same extent as if originally a party hereto and shall be bound by and be entitled to the benefits 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 Participating interests in Letters of Credit and Swingline Loans shall automatically be reallocated among the Lenders in accordance with their respective Applicable Percentages on the date of any such increase. For the avoidance of doubt, the operation of this Section 2.20 in accordance with its terms is not an amendment subject to Section 9.02. No consent of any Lender (other than the Lenders participating in the Commitment Increase) shall be adjusted as directed by the Agent required for any Commitment Increase pursuant 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 SectionSection 2.20.

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 $500,000,000 provided that (including New Banksi) mayeach such increase is in a minimum amount of $50,000,000 and $10,000,000 increments in excess thereof, at any time when (ii) the sum of the aggregate Commitments hereunder shall not exceed $2,000,000,000 after giving effect to such increases, (iii) each Bank whose Commitment is increased consents, (iv) the consent of the Administrative Agent is obtained, (v) no Default or Event of Default has shall have occurred and is continuingbe continuing and (vi) if, agree that after giving effect to such Banks increase, the sum of the aggregate Commitments hereunder shall makeexceed $1,500,000,000, obtain the approval of the Board of Directors of the Company, or increase the amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount a properly empowered committee of such increase Board, shall be obtained. (b) In the event that the Company and one or more of the Banks (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without or other financial institutions which may elect to participate with the consent of the Required BanksAdministrative Agent) shall agree, in accordance with Section 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 Commitments obtained after which is attached hereto as Exhibit J) setting forth the Closing Date pursuant to this paragraph shall not exceed $250,000,000 and (ii) without the consent amounts of the Agent, (x) each increase effected pursuant to this paragraph in Commitments and providing that the additional financial institutions participating shall be in a minimum amount deemed to be included as Banks for all purposes of at least $25,000,000 this Agreement. Upon the execution and delivery of such Commitment Increase Supplement as provided above, and upon satisfaction of such other conditions as the Administrative Agent may specify (y) no more than four Increased Commitment Closing Dates may be selected by including the delivery of certificates and legal opinions on behalf of the Company after relating to the Closing Date. amendment and new Notes), this Agreement shall be 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 Sectionhereunder.

Increase of Commitments. (a) The Company may from time to time, by notice to the Agent (which shall promptly deliver a copy to each of the Banks), request that the aggregate Commitments be increased by an amount that will not result in the aggregate Commitments under this Agreement exceeding $100,000,000. Each such notice shall set forth the requested amount of the increase in the aggregate Commitments and the date on which such increase is to become effective (which shall be not fewer than 20 days after the date of such notice), and shall offer each Bank the opportunity to increase its Commitment by its pro rata share of such requested increase in the aggregate Commitments. Each Bank shall, by notice to the Company and the Agent given not more than 10 Banking Days after the date of the Company'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 10 Banking Days shall be deemed to have declined to increase its Commitment). In the event that, on the 10th Banking Day after the Company shall have delivered a notice pursuant to the first sentence of this paragraph, the Banks shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the aggregate Commitments requested by the Company, the Company 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 Bank"), at which may include any time when no Default or Event of Default has occurred and is continuingBank, 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 unsubscribed amount, provided that each Augmenting Bank, if not already a Bank hereunder, (i) the amount shall extend a new Commitment of such increase not less than $5,000,000 and (ii) shall execute all such documentation as the applicable Increased Commitment Closing DateAgent shall specify to evidence its status as a Bank hereunder. If (and only if) Banks (including Augmenting Banks) 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 Commitments shall become effective on the date specified in the notice delivered by the Company pursuant to the first sentence of this paragraph. 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 the Required Bankssuch increase, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $250,000,000 and (ii) without the consent of the Agent, (x) each increase effected pursuant to this paragraph conditions set forth in Section 9 shall be satisfied (with all references in such Section to an Advance being deemed to be references to such increase), the Agent shall have received a minimum amount of at least $25,000,000 certificate to that effect dated such date and (y) no more than four Increased Commitment Closing Dates may be selected executed 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, chief financial institution or other entity which, with the consent officer of the Company, any Augmenting Bank (not already a Bank) shall be satisfactory to the AgentAgent in its reasonable discretion and any increase in the aggregate Commitments requested after May 31, 1997 or any increase causing the aggregate Commitments to exceed $85,000,000 shall have been agreed to by the Majority Banks. Upon the effectiveness of any increase pursuant to this Section 2.7 of the aggregate Commitments and any resulting adjustment in any Bank's pro rata share, the Swingline Lender Banks and the Issuing Augmenting Banks will purchase from each other and sell to each other outstanding Advances sufficient to cause the Advances of each Bank and Augmenting Bank to equal its pro rata share (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(aas so adjusted) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in 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 aggregate outstanding Advances. Such purchase 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 14.11 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. 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 Sectionit hereunder.

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 ClosingFirst Amendment Effective Date pursuant to this paragraph paragraph, together with any increase of commitments under the 364-Day Revolving Facility (or any facility that replaces or refinances the 364-Day Revolving Facility), shall not exceed $250,000,000 750,000,000500,000,000 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 $25,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by the Company after the Closing Date10,000,000. 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, the Agent, the Swingline Lender Agent and the each Issuing Bank (which consent consents shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(asubsection 2.21(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”)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 Sectionsubsection.

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 paragraph Section 2.20 since the date of this Agreement exceeding $200,000,000, (b) any Increase in Commitments pursuant to this Section 2.20 shall not exceed be in the amount of $250,000,000 20,000,000 or an integral multiple of $1,000,000 in excess thereof, (c) on the effective date of each Increase in the Commitments pursuant to this Section 2.20, (i) the Borrower shall have outstanding public long-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 better or (2) the lowest such rating by S&P shall be A- or better, 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 the Agentsuch Lender, (xe) each increase effected pursuant new bank or other financial institution, if any, both is acceptable to this paragraph shall be in the Agent and provides a minimum amount Commitment of at least $25,000,000 20,000,000, (f) simultaneously with each increase in the Commitment of any Lender pursuant to this Section 2.20, the Borrower will cause such Lender's "Commitment" (under and (yas defined in the Short-Term Revolving Credit Agreement) no more than four Increased Commitment Closing Dates may to be selected increased pursuant to Section 2.20 thereof by the Company after same percentage as such Lender's Commitment is being increased pursuant to this Section 2.20, unless the Closing Date. No Bank shall have Short- Term Revolving Credit Agreement has been terminated, (g) simultaneously with the addition of 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, bank or financial institution or other entity which, with the consent of the Companypursuant to this Section 2.20, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld Borrower will cause such bank 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 the total Commitments pursuant to this Section 2.23(a) 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 Supplement (each, a “New Bank Supplement”)and 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. 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 Section.increases its

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 paragraph shall not Section 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $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 $25,000,000 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 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 Companycreation of such Commitment of such Bank, the AgentBorrower 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 (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 Swingline Lender and the Issuing Bank (which consent 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 in connection with permit such extension or from the Administrative Agent or any transaction described Bank that one or more of the applicable conditions specified in Section 2.23(a) shall execute a New 3.03 is not then satisfied, and in each such case directing such Issuing Bank Supplement (each, a “New 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. 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 Sectioncontrary.

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 prior to the termination of Default has occurred and is continuing, agree that such Banks shall make, obtain or the Commitments pursuant to Section 2.08 request an increase of 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 $50,000,000 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 shall not exceed $250,000,000 and (ii) 300,000,000 without the consent approval of the AgentRequired Lenders. Following any Commitment Increase Notice, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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 Borrower may, in its sole discretion. (b) Any additional bank, financial institution or other entity which, but with the consent of the Company, the Agent, the Swingline Administrative Agent as to any Person that is not at such time a Lender and the Issuing Bank (which 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 Section 2.23(a) shall each case, execute a New Bank Supplement (eachCommitment Increase Agreement, a “New Bank Supplement”), 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. On each Increased Commitment Closing Date, participating interests in Letters of Credit and Swingline Eurodollar Loans shall will be adjusted as directed by the Agent to reflect the then respective Commitment Percentages of the Banks. Payments paid thereon to the Banks in respect of respective Lenders holding such Eurodollar Loans pro rata based on the Loans and Letters of Credit will be made to give effect to the allocations or reallocations described in this Sectionrespective 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 in multiples of $5,000,000; provided that (i) such increase may be effected by executing and delivering increasing either the 2027 Commitments (prior to the Agent an Increased 2027 Commitment Notice specifying Termination Date) or the 2028 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 $500,000,000750,000,000 and the amount of any Commitments terminated by the Borrower pursuant to this paragraph shall not Section 2.19(c) and (iii) the total aggregate amount of Commitments hereunder does not, at any time, exceed $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 $25,000,000 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 discretion2,200,000,0002,450,000,000. (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 Companycreation of such Commitment of such Bank, the AgentBorrower will, notwithstanding anything to the Swingline Lender 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 the Borrower shall be the sole party to any Letter of Credit Application notwithstanding that any Letter of Credit may be issued or amended, as the case may be, for the account of the Borrower, its Consolidated Entities, its Members or any member of its Consolidated Entities. Such Letter of Credit Application must be received by such Issuing Bank and the Administrative Agent not later than 2:00 p.m. (New York City time) at least one (1) Domestic Business Day (or such later date and time as the Administrative Agent and the Issuing Bank may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the respective Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which consent shall be a Domestic 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 be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 adversely affect the timing of such increased Commitments. On each Increased Commitment Closing Date, participating interests in Letters Letter 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 issuance or reallocations described in this Sectionamendment.

Increase of Commitments. (a) The Company Borrower may from time to time during the 364-Day Commitment Period, in the case of the 364-Day Commitments, and any one the Working Capital Commitment Period, in the case of the Working Capital Commitments, by notice to the Administrative Agent, request that either or more Banks (including New Banks) mayboth of the 364-Day Commitments and the Working Capital Commitments be increased by an aggregate amount that is not less than $5,000,000 and will not result in an increase in the aggregate amount of the Commitments for all Lenders in excess of $50,000,000 under both Facilities after giving effect thereto, PROVIDED that such increase may not be requested or become effective at any time when no that a Default or Event of Default has occurred and is continuingexists. Upon receipt of such notice, agree that such Banks shall makethe Administrative Agent will request the agreement of one or more existing or new Lenders to increase or, obtain in the case of new Lenders, provide, its or increase the their applicable Commitments in an aggregate amount of their Commitments by executing and delivering equal to the Agent an Increased Commitment Notice specifying (i) the amount of increase so requested by 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 shall not exceed $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 $25,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by the Company after the Closing DateBorrower. No Bank Lender shall have any obligation to participate in agree to any increase described in this paragraph unless it agrees to do so of its commitments, and may decline any such request in its sole discretion. (b) Any additional bankIf one or more existing or new Lenders shall have agreed to increase or provide its or their applicable Commitments pursuant to a request made as described in the foregoing clause (a) in an aggregate amount not less than $5,000,000, financial institution or other entity which, with such increases and such new Commitments shall become effective on a date mutually agreed upon among the consent of the Company, the Administrative Agent, the Swingline Lender Borrower and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit J-1, whereupon Lenders providing 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 increase and/or such new Commitments and shall be bound by implemented pursuant to documentation consistent herewith and entitled otherwise in form and substance reasonably satisfactory to the benefits of this Agreement. (c) Initial Administrative Agent, providing, among other things, for adjustments to cause the 364-Day Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by the Company and the Agent (including Working Capital Loans of each Lender to correspond ratably to their respective 364-Day Percentages and Working Capital Percentages, as to the initial interest applicable to such Loans)applicable, and payments of principal, interest and fees under this Agreement shall be made by the Company to give after giving effect to such procedures increase (including, without limitation, by providing for prepaying and the timing of such increased Commitments. On each Increased Commitment Closing Date, participating interests in Letters of Credit and Swingline reborrowing all then outstanding 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 Sectionaffected Facility).

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 and is continuing, agree that the Borrower may from time to time, upon at least 10 days’ written notice to the Agent (who shall promptly provide a copy of such Banks shall makenotice to each Bank), obtain or propose to increase the Aggregate Commitment Amount by increments of $25,000,000, to an amount not to exceed $2,000,000,000 (the amount of their Commitments any such increase, the “Additional Commitment Amount”). Each Bank may, not more than 10 Business Days following receipt of such notice, elect by executing and delivering written notice to the Borrower and the Agent an Increased to increase its Commitment Notice specifying (i) the by a principal amount of such increase and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent equal to its Percentage of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $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 $25,000,000 and (y) no more than four Increased Additional Commitment Closing Dates may be selected by the Company after the Closing DateAmount. No Bank (or any successor thereto) shall have any obligation to participate in increase its Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by a Bank to increase described in this paragraph unless it agrees to do so its Commitment shall be made in its sole discretiondiscretion independently from any other Bank. (b) Any additional bankIf any Bank shall not elect to increase its Commitment pursuant to paragraph (a), the Borrower may designate another bank or other financial institution (which may be, but need not be, one or other entity which, with the consent more of the Companyexisting Banks) which at the time agrees to, in the Agentcase of any such Person that is an existing Bank, increase its Commitment and in the case of any other such Person (each such Person, and each Person that shall accept an assignment as provided in Section 2.7 is an “Additional Bank”), become a party to this Agreement; provided, however, that any new bank or financial institution must meet the criteria for an Eligible Assignee and must in all other respects be acceptable to the Agent and the Swingline Lender and the Issuing Bank (Bank, which consent shall acceptance will not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially . The sum of the increases in the form Commitments of Exhibit J-1, whereupon such bank, financial institution or other entity the existing Banks pursuant to this paragraph (a “New Bank”b) plus the Commitments of the Additional Banks shall become a Bank for all purposes and to not in the same extent as if originally a party hereto and shall be bound by and entitled to aggregate exceed the benefits unsubscribed amount of this Agreementthe Additional Commitment Amount. (c) Initial Loans made under An increase in the aggregate amount of the Aggregate Commitment Amount pursuant to this Section 2.6 shall become effective upon the receipt by the Agent of an agreement in form and substance satisfactory to the Agent signed by the Borrower, by each Additional Bank and by each other Bank whose Aggregate Commitment Amount is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with a replacement or additional Revolving Note, as applicable, evidencing the new Commitment of each affected Bank, duly executed and delivered by the Borrower and such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and such opinions of counsel for the Borrower with respect to the increase in the Aggregate Commitment Amount as the Agent may reasonably request. (d) Upon the acceptance of any such agreement by the Agent, the Aggregate Commitment Amount shall automatically be increased by the amount of the Commitments shall be made added through such agreement. (e) Upon any increase in the aggregate amount of the Commitments pursuant to funding procedures this Section 2.6 that is not pro rata among all Banks, (x) within five (5) Business Days, in the case of any Revolving Loans bearing interest at the Floating Rate, and at the end of the then agreed to by current Interest Period with respect thereto, in the Company and case of any Revolving Loans bearing interest at a LIBO Rate, the Agent (including as Borrower shall prepay such Advances in their entirety and, to the initial interest applicable extent the Borrower elects to such Loans)do so and subject to the conditions specified in Section 2.5, and payments of principal, interest and fees under this Agreement the Borrower shall be made by reborrow Revolving Advances from the Company Banks in proportion to give their respective Commitments after giving effect to such procedures increase, until such time as all outstanding Revolving Advances are held by the Banks in such proportion and (y) effective upon such increase, the timing amount of such increased Commitments. On the participations held by each Increased Commitment Closing Date, participating interests Bank in Letters each Letter of Credit and Swingline Loans then outstanding shall be adjusted as directed by such that, after giving effect to such adjustments, the Agent to reflect Banks shall hold participations in each such Letter of Credit in the then proportion its respective Commitment Percentages of the Banks. Payments bears to the Banks in respect of the Loans and Letters of Credit will be made to give Aggregate Commitment Amount after giving effect to the allocations or reallocations described in this Sectionsuch increase.

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 shall not exceed $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 $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 Sectionhereunder.

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) 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 Effective Date, does not exceed the sum of $415,125,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the total aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not hereunder does not, at any time, exceed $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 $25,000,000 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 discretion1,300,000,000. (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 Companycreation 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. 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, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a an “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 SectionNotes.

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 and is continuing, agree that the Borrower may from time to time, upon at least 10 days’ written notice to the Agent (who shall promptly provide a copy of such Banks shall makenotice to each Bank or Additional Bank (as defined below)), obtain or propose to increase the Aggregate Commitment Amount by increments of $25,000,000, to an amount not to exceed $4,500,000,000 (the amount of their Commitments any such increase, the “Additional Commitment Amount”). Each Bank and Additional Bank may, not more than 10 Business Days following receipt of such notice, elect by executing and delivering written notice to the Borrower and the Agent an Increased Commitment Notice specifying (i) to participate in the requested increase of Commitments and 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 shall not exceed $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 $25,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by the Company after the Closing Dateparticipation. No Bank (or any successor thereto) shall have any obligation to participate in increase its Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by a Bank to increase described in this paragraph unless it agrees to do so its Commitment shall be made in its sole discretiondiscretion independently from any other Bank. Any Bank that does not respond to a request to increase its Commitment hereunder shall be deemed to have declined such request. (b) Any additional bank, The Borrower may designate any Bank or other financial institution which at the time agrees to, in the case of any such Person that is an existing Bank, increase its Commitment and in the case of any other such Person (each such Person, and each Person that shall accept an assignment as provided in Section 2.7 is an “Additional Bank”), become a party to this Agreement; provided, however, that any new bank or financial institution must meet the criteria for an Eligible Assignee and must in all other entity which, with respects be acceptable to the consent of the Company, the Agent, Agent and the Swingline Lender and the Issuing Bank (Bank, which consent shall acceptance will not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially . The sum of the increases in the form Commitments of Exhibit J-1, whereupon such bank, financial institution or other entity the existing Banks pursuant to this paragraph (a “New Bank”b) plus the Commitments of the Additional Banks shall become a Bank for all purposes and to not in the same extent as if originally a party hereto and shall be bound by and entitled to aggregate exceed the benefits unsubscribed amount of this Agreementthe Additional Commitment Amount. (c) Initial Loans made under An increase in the aggregate amount of the Aggregate Commitment Amount pursuant to this Section 2.6 shall become effective upon the receipt by the Agent of an agreement in form and substance satisfactory to the Agent signed by the Borrower, by each Additional Bank and by each other Bank whose Aggregate Commitment Amount is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, and such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and such opinions of counsel for the Borrower with respect to the increase in the Aggregate Commitment Amount as the Agent may reasonably request. (d) Upon the acceptance of any such agreement by the Agent, the Aggregate Commitment Amount shall automatically be increased by the amount of the Commitments shall be made added through such agreement. (e) Upon any increase in the aggregate amount of the Commitments pursuant to funding procedures this Section 2.6 that is not pro rata among all Banks, within five (5) Business Days, in the case of any Revolving Advances bearing interest at the Floating Rate, and at the end of the then agreed to by current Interest Period with respect thereto, in the Company and case of any Revolving Advances bearing interest at a LIBO Rate, the Agent (including as Borrower shall prepay such Advances in their entirety and, to the initial interest applicable extent the Borrower elect to such Loans)do so and subject to the conditions specified in Section 2.5, and payments of principal, interest and fees under this Agreement the Borrower shall be made by reborrow Revolving Advances from the Company Banks in proportion to give their respective Commitments after giving effect to such procedures and the timing of increase, until such increased Commitments. On each Increased Commitment Closing Date, participating interests in Letters of Credit and Swingline Loans shall be adjusted time as directed all outstanding Revolving Advances are held 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 Sectionsuch proportion.

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 2026 Commitments (prior to the Agent an Increased 2026 Commitment Notice specifying Termination Date) or the 2027 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 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 paragraph shall not exceed $250,000,000 Section 2.17 on such date) from all the Banks and (iiv) without the consent if such institution is neither a banking institution nor an affiliate of the Agenta Bank, (x) each increase effected pursuant such institution must be consented to this paragraph shall be in a minimum amount of at least $25,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by the Company after Administrative Agent and the Closing DateIssuing Bank. No Bank shall have any obligation to participate in any increase described The date on which the conditions set forth in this paragraph unless it agrees to do so in its sole discretion. (b) Any additional bankare satisfied is the “Increased Amount Date” and each such Bank providing an Incremental Commitment, financial institution or other entity which, with the consent of the Company, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a an “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Incremental 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 Section.

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 $500,000,000 provided that (including New Banksi) mayeach such increase is in a minimum amount of $50,000,000 and $10,000,000 increments in excess thereof, at any time when (ii) the sum of the aggregate Commitments hereunder shall not exceed $2,000,000,000 after giving effect to such increases, (iii) each Bank whose Commitment is increased consents, (iv) the consent of the Administrative Agent is obtained, (v) no Default or Event of Default has shall have occurred and is be continuing, agree that such Banks shall make, obtain or increase (vi) each of the amount representations and warranties made on the Closing Date are true and correct in all material respects on and as of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount date of such increase and (iivii) if, after giving effect to such increase, the applicable Increased Commitment Closing Date. Notwithstanding sum of the foregoingaggregate Commitments hereunder shall exceed $1,500,000,000, the approval of the Board of Directors of the Company, or a properly empowered committee of such Board, shall be obtained. (ib) without In the event that the Company and one or more of the Banks (or other financial institutions which may elect to participate with the consent of the Required BanksAdministrative Agent) shall agree, in accordance with Section 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 Commitments obtained after which is attached hereto as Exhibit J) setting forth the Closing Date pursuant to this paragraph shall not exceed $250,000,000 and (ii) without the consent amounts of the Agent, (x) each increase effected pursuant to this paragraph in Commitments and providing that the additional financial institutions participating shall be in a minimum amount deemed to be included as Banks for all purposes of at least $25,000,000 this Agreement. Upon the execution and delivery of such Commitment Increase Supplement as provided above, and upon satisfaction of such other conditions as the Administrative Agent may specify (y) no more than four Increased Commitment Closing Dates may be selected by including the delivery of certificates and legal opinions on behalf of the Company after relating to the Closing Date. amendment and new Notes), this Agreement shall be 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 Sectionhereunder.

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) 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 Effective Date, does not exceed the sum of $375,000,000 and the amount of any Commitments terminated by the Borrower pursuant to Section 2.19(c) and (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the total aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph shall not hereunder does not, at any time, exceed $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 $25,000,000 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 discretion1,500,000,000. (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 Companycreation 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. 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, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a an “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 SectionNotes.

Increase of Commitments. (ai) The Company and any one or more Banks (including New Banks) may, at At any time when and from time to time prior to the expiration of the Availability Period, and so long as no Default or Event of Default has shall have occurred and which is continuing, agree that such Banks shall make, obtain or the Borrower may elect to increase the aggregate of the Commitments to an amount of their not exceeding $200,000,000 minus any reductions in the Commitments by executing pursuant to Section 2.07(b), provided that the Company shall not be able to make an election pursuant to this Section 2.01(b) unless and delivering until the Administrative Agent shall have received a certificate, in form and substance satisfactory to the Agent Administrative Agent, executed by the Secretary or an Increased Commitment Notice specifying Assistant Secretary of the Borrower, or other officer of the Borrower having custody of the Borrower’s minute book, dated the date of such election, certifying as to the due adoption and remaining validity of resolutions of the Board of Directors authorizing such election; and provided, that (i) the amount Borrower shall give at least fifteen (15) Business Days’ prior written notice of such increase to the Administrative Agent and each existing Lender, (ii) each existing Lender shall have the applicable Increased Commitment Closing Date. Notwithstanding right (but not the foregoingobligation) to subscribe to its pro rata share of the proposed increase in the Commitments by giving written notice of such election to the Borrower and the Administrative Agent within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender does not exercise such election may the Borrower elect to add a new Lender, (iiii) without no Lender shall be required to increase its Commitment unless it shall have expressly agreed to such increase in writing, (iv) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lender (to the extent applicable, i.e., required approvals, minimum amounts and the like), (v) the Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its Commitment, (vi) no Lender shall have any right to decrease its Commitment as a result of such increase of the aggregate amount of the Commitments, (vii) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Commitments, (viii) such option to increase the Commitments may only be exercised once and (ix) the consent of the Required Banks, Lenders shall be required for any increase of the aggregate amount of increased Commitments obtained after (such consent to be given or denied in their sole discretion and subject to such terms as they may then require). The Borrower shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the Closing Date need to reallocate existing Loans among the Lenders following any increase in the Commitments pursuant to this paragraph provision. Except as may otherwise be agreed by the Borrower and any applicable Lender, the Borrower shall not exceed $250,000,000 and be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Commitments. The Borrower may request an increase of the aggregate Commitments by notice in substantially the form of Exhibit H hereto of the amount of such proposed increase (such notice, a “Commitment Increase Notice”). (ii) without Any such Commitment Increase Notice must offer each Lender the opportunity to subscribe for its Applicable Percentage of the increased Commitments. If any portion of the increased Commitments is not subscribed for by the Lenders within fifteen (15) Business Days following Borrower’s delivery of the Commitment Increase Notice to the Administrative Agent, the Borrower may, in its sole discretion, but subject to the consent of the Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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, the Agent, the Swingline Lender Administrative Agent and the Issuing Bank (which consent shall not be unreasonably withheld conditioned, delayed or delayedwithheld) 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 opportunity to acquire such unsubscribed portion of the increased Commitments pursuant to Section 2.01(b)(ii) or Section 2.01(b)(iii), as applicable, to increase the aggregate amount of Commitments to $200,000,000. (iii) Any bank or financial institution (that is not a Lender or its Affiliate) that the Borrower selects to offer participation in the increased Commitments and that elects to become obtain a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) Commitment shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in an Acceptance with the form of Exhibit J-1Borrower and the Administrative Agent, whereupon such bank, bank or financial institution or other entity (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. (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 deemed to be amended to add the New Lender as a Lender and the definition of Commitment in Section 1.01 shall be deemed 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 unless the Borrower and the Administrative Agent otherwise consent. (iv) Any Lender that accepts an offer to it by the Borrower to increase its Commitment pursuant to this Section 2.01(b) shall, in each case, execute a Commitment Increase Agreement with the Borrower and the Administrative Agent, whereupon such Lender 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 shall be deemed to be amended to so increase the Commitment of such Lender. (v) On the effective date of an Acceptance, the applicable New Lender, or the effectiveness of a Commitment Increase Agreement, the applicable Lender, as the case may be (the “Re-Allocation Date”), will acquire LC Exposure described under clause (b) of the definition of LC Exposure in an amount equal to the percentage of all such outstanding LC Exposures that such Person’s increase in Commitment occurring on the Re-Allocation Date bears to all Commitments in effect on the Re-Allocation Date, and each other Lender shall be deemed to sell to such New Lender or Lender, as the case may be, such other Lender’s pro rata share of such outstanding LC Exposure acquired hereunder by such New Lender or Lender. All Loans (including conversions or continuations of Loans) made by each Lender, and LC Exposure purchased by each Lender, shall be pro rata to each Lender based on its respective Commitment in effect on and after such Re-Allocation Date (except to the Company 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 give effect to the extent of, and pro rata based on, their respective Commitments), and continuations of Eurodollar Loans outstanding on such procedures Re-Allocation Date shall be effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the timing making of new Eurodollar 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 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. On each Increased Commitment Closing Date, participating interests in Letters of Credit and Swingline Eurodollar Loans shall will be adjusted as directed by the Agent to reflect the then respective Commitment Percentages of the Banks. Payments paid thereon to the Banks in respect of respective Lenders holding such Eurodollar Loans pro rata based on the Loans and Letters of Credit will be made to give effect respective principal amounts thereof outstanding. (vi) Notwithstanding anything to the allocations or reallocations described contrary in this SectionSection 2.01(b), no Lender shall have any obligation to increase its Commitment unless it agrees to do so in its 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 shall not exceed $250,000,000 500,000,000 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 $25,000,000 and (y) no more than four six 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, the Agent, the Swingline Lender Agent and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(asubsection 2.21(a) shall execute a New Bank Supplement (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 Sectionsubsection.

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 (including New Banks) may, at any time when no Default or Event of Default has occurred and is continuing, agree occasions by not more than $500,000,000 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 aggregate of all such increase increases pursuant to this Section -------- 2.20 and pursuant to Section 2.20 of the 364-Day Credit Agreement may total no more than $500,000,000, (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent sum of the Required Banks, aggregate Commitments hereunder and the aggregate amount of increased Commitments obtained after under and as defined in the Closing Date pursuant to this paragraph 364 - Day Credit Agreement shall not exceed $250,000,000 and (ii) without the consent of the Agent2,000,000,000, (xiii) each such increase effected pursuant to this paragraph shall be is in a minimum amount of at least $25,000,000 50,000,000, (iv) each Bank whose Commitment is increased consents and (yv) no more than four Increased Commitment Closing Dates may be selected by the consent of the Administrative Agent is obtained. (b) In the event that the Company after and one or more of the Closing DateBanks (or other financial institutions which may elect to participate with the consent of the Administrative Agent) shall agree, in accordance with Section 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 Increase Supplement (a form of which is attached hereto) 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 satisfaction of such other conditions as the Administrative Agent may 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) 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 Sectionhereunder.

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) may, at any HCC shall have the right to increase the Commitments from time when to time pursuant to this subsection 2.3 by up to $200,000,000 in the aggregate 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 HCC wishes to increase the aggregate Commitments at any time, it shall notify the Administrative Agent in writing of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a "Commitment Increase Notice"); provided that the aggregate amount of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount of any such increase and (ii) the applicable Increased Commitment Closing Datein Commitments shall be at least $10,000,000. Notwithstanding the foregoingHCC may, at its election, (i) without offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (c) below and/or (ii) with the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant to this paragraph Administrative Agent (which consent shall not exceed $250,000,000 and (ii) without be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the consent of the Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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 opportunity to participate in any increase described all or a portion of the Offered Increase Amount pursuant to paragraph (b) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities HCC desires to participate in this paragraph unless it agrees to do so in its sole discretionsuch Commitment increase. HCC or, if requested by HCC, 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 HCC selects to offer participation in the consent of the Company, the Agent, the Swingline Lender increased Commitments and the Issuing Bank (which consent 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 Section 2.23(aan amount so offered and accepted by it pursuant to subsection 2.3(a)(ii) shall execute a New Bank Lender Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit J-1specified by the Administrative Agent) with HCC and the Administrative Agent, whereupon such bank, financial institution or other entity (herein called 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 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, HCC 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 HCC 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) with HCC 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 subsection 2.3(i) in no event shall any transaction effected pursuant to funding procedures then agreed this subsection 2.3 cause the aggregate Commitments hereunder to by the Company exceed $400,000,000 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 do so in its sole discretion. 5. Amendment 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 Section.Subsection 3.13

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 $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 twenty-five percent (ii25%) of the applicable Increased Total Commitment. Any such Commitment Closing DateIncrease 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. Notwithstanding If the foregoingCompany 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 (15) Business Days after the delivery of the Commitment Increase Notice, (i) without 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 shall not exceed $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 $25,000,000 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 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, with the consent of the Company, the Agent, the Swingline Lender and the Issuing Bank (which consent 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 Section 2.23(a) shall execute a New Bank Supplement the Company and the Agent (each, a “New Bank SupplementLender”), by the execution of an agreement (a “New Lender Agreement”) 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 Eurodollar Loans outstanding on such Re-Allocation Date shall be made effected by repayment of such Eurodollar Loans on the last day of the Interest Period applicable thereto and the making of new Eurodollar 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 Eurodollar Loans, such Eurodollar Loans shall remain outstanding with the respective holders thereof until the expiration of their respective Interest Periods (unless the Company elects to give prepay any thereof in accordance with the applicable provisions of this Agreement), and interest on and repayments of such Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar 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 such procedures and any increase in the timing of such increased Commitments. On each Increased Commitment Closing DateCommitments pursuant to this Section 5.18, participating interests in Letters of Credit and Swingline Loans shall be adjusted as directed by the Agent to reflect the then respective Commitment Percentages aggregate amount of the Banks. Payments Commitments shall not exceed $1,250,000,000. (g) The Company shall execute and deliver a Note or Notes to each New Lender and replacement Notes to Lenders signing a Commitment Increase Agreement in the Banks in respect amount of the Loans and Letters of Credit will be made to give effect to the allocations or reallocations described in this Sectionsaid Persons’ Commitments.

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 Borrower shall have the right at any time and is continuingfrom time to time to on or prior to September 30, agree 2000 to request that such Banks shall make, obtain up to $20,000,000 of additional financing be provided under this Agreement to finance one or increase more Permitted Acquisitions on the amount of their Commitments by executing following terms and delivering to the Agent an Increased Commitment Notice specifying conditions: (i) the Borrower shall have given the Administrative Agent at least 30 days prior written notice of its desire to make any such request; (iii) no more than three requests in the aggregate may be made pursuant to this Section 13.18; (iii) such additional financing shall be in the form of an increase to the Total Revolving Loan Commitment and/or the addition of a new tranche of term loans, provided that any such new tranche of term loans (A) shall have a final maturity date of at least one year beyond the Term Loan Maturity Date and (B) may not have any interim scheduled amortization payments prior to the Term Loan Maturity Date in an annual amount in excess of 1% of the initial aggregate principal amount of such increase and new tranche term loans; (iiiv) no Lender shall be obligated to provide any additional financing as a result of any request by the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, Borrower; (iv) any Lender may provide all or any portion of such additional financing without the consent of the Required Banks, the aggregate amount of increased Commitments obtained after the Closing Date any other Lender (except as otherwise provided in clause (x) below); (vi) any additional financing provided pursuant to this paragraph Section 13.18 shall not exceed $250,000,000 and (ii) without require the prior written consent of the Administrative Agent and shall be done in coordination with the Administrative Agent, ; (xvii) each increase effected any request for additional financing to be provided pursuant to this paragraph Section 13.18 shall be in a minimum amount of at least $25,000,000 and 5,000,000; (yviii) no more than four Increased Commitment Closing Dates the Credit Parties shall deliver such documentation as may be selected reasonably required 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement Administrative Agent in connection with any transaction such additional financing (including, but not limited to, certificates, opinions and documents of the type described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”Sections 5.01(ii), substantially in 5.02, 5.03, 5.04 and 5.15 (appropriately modified)); (ix) the form of Exhibit J-1, whereupon such bank, financial institution or other entity (a “New Bank”) Borrower shall become a Bank for all purposes and have paid to the same extent Lenders providing such additional financing such fees 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 may have been agreed to among the Borrower, the Administrative agent and such Lenders; and (x) the Lenders agree that they will enter into (and not withhold their consent to) technical amendments to this Agreement and the other Credit Documents approved by the Company and the Administrative Agent to incorporate such additional financing (including as to certain technical amendments which afford such additional term loans the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by same protections afforded 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 Term Loans and Letters of Credit will be made to give effect to Revolving Loan Commitments on the allocations or reallocations described in this SectionEffective Date).

Increase of Commitments. (a) The Company and any one or more Banks (including New Banks) Borrower may, at any time when and from time to time, upon prior written notice by the Borrower to the Agent, increase the Commitments up to a maximum aggregate amount of CAD 112,500,000 with additional Commitments from any existing Lender or from any other financial institution selected by the Borrower and reasonably acceptable to the Agent and the Guarantor; provided that: (i) any such increase shall be in a minimum principal amount of CAD 25,000,000 and in integral multiples of CAD 1,000,000 in excess thereof; (ii) no Default or Event of Default has occurred shall exist and is continuing, agree that be continuing at the time of any such Banks increase; (iii) no existing Lender shall make, obtain or be under any obligation to increase the amount of their Commitments its Commitment and any such decision whether to increase its Commitment shall be in such Lender’s sole and absolute discretion; (iv) (A) any new Lender shall join this Agreement by executing and delivering such joinder documents reasonably required by the Agent and/or (B) any existing Lender electing to increase its Commitment shall have executed a commitment agreement reasonably satisfactory to the Agent; and (v) as a condition precedent to such increase, the Borrower shall deliver to the Agent an Increased Commitment Notice specifying (i) a certificate of the amount Borrower dated as of the date of such increase signed by the President, a Vice President or a Financial Officer of the Borrower (A) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such increase, and (iiB) the applicable Increased Commitment Closing Date. Notwithstanding the foregoingcertifying that, (i) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained before and after the Closing Date pursuant to this paragraph shall not exceed $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 $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 giving effect to such procedures increase, (1) the representations and warranties of the Borrower and the timing Guarantor set forth in this Agreement are true and correct in all material respects on and as of the date of such increased Commitments. On each Increased Commitment Closing Dateincrease, participating interests except that for purposes of this Section 2.06(c), the representations and warranties in Letters of Credit and Swingline Loans Section 3.04(a) shall be adjusted as directed by the Agent deemed to reflect the then respective Commitment Percentages of the Banks. Payments refer to the Banks in respect most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 5.01, and (2) no Default or Event of Default exists. The Borrower shall prepay any Revolving Loans owing by it and outstanding on the Loans date of any such increase (and Letters of Credit will be made pay any additional amounts required pursuant to give effect Section 2.13) to the allocations or reallocations described extent necessary to keep the outstanding Revolving Loans ratable with any revised Commitments arising from any nonratable increase in the Commitments under this Section.

Increase of Commitments. (a) The Company If no Default shall have occurred and be continuing, the Borrower may at any time during the Availability Period request 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 Commitments by notice to the Administrative Agent in writing of the amount of their Commitments by executing and delivering to the Agent an Increased such proposed increase (such notice, a “Commitment Notice specifying Increase Notice”); provided, however, that (i) the amount Commitment of any Lender may not be increased without such increase and Lender’s consent, (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, minimum amount of any such increase shall be $5,000,000 and (iiii) without the consent of the Required Banks, the aggregate amount of increased Commitments obtained the Lenders’ Commitments, after the Closing Date pursuant giving effect to this paragraph any such increase, shall not exceed $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 $25,000,000 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 discretion150,000,000. (b) Any additional bankFollowing any Commitment Increase Notice, financial institution or other entity whichthe Borrower may, in its sole discretion, but with the consent of the Company, the Agent, the Swingline Administrative Agent as to any Person that is not at such time a Lender and the Issuing Bank (which 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 the increased Commitments pursuant to paragraph (c) or (d) below, as applicable, 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 financial institutions identified therein or such existing Lenders, 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 Section 2.23(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 Supplement (eachLender Agreement setting forth its Commitment, a “and upon the effectiveness of such New Bank Supplement”), substantially in the form of Exhibit J-1, whereupon Lender Agreement such bank, bank or financial institution or other entity (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 the signature pages hereof shall be deemed to be amended to add the name of such New Lender and Schedule 2.01 and the definition of Commitment in Section 1.01 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 and 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 New Lenders or increasing Lenders. (cd) Initial 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 a Commitment Increase Agreement with the Borrower and the Administrative Agent, whereupon such Lender 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 2.01 and the definition of Commitment in Section 1.01 hereof shall be deemed to be amended to reflect such increase. Any 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 New Lenders and increasing Lenders. (e) 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. (f) If any bank or financial institution becomes a New Lender pursuant to Section 2.19(c) or any Lender’s Commitment is increased pursuant to Section 2.19(d), 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 Loan, 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. (g) 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. On each Increased Eurodollar Loans will be paid thereon to the respective Lenders holding such Eurodollar Loans pro rata based on the respective principal amounts thereof outstanding. (h) Upon the effectiveness of any Commitment Closing DateIncrease Agreement, participating interests in Letters of Credit Section 2.09(b), Schedule 2.01 and Swingline Loans other pertinent sections hereof shall be adjusted as directed by the Agent automatically and proportionately modified to reflect the then respective Commitment Percentages increased Commitment, the exact figures to be agreed between the Borrower and the Administrative Agent, and all references to the Commitments shall be deemed amended mutatis mutandis. (i) Notwithstanding the foregoing, any New Lender must have the ability to fund Alternative Currencies with respect to which there are outstanding Loans and all Alternative Currencies described in (a) and (b) of the Banks. Payments to the Banks in respect definition of the Loans and Letters of Credit will be made to give effect to the allocations or reallocations described in this SectionAlternative Currency.

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 and is continuing, agree that the Borrower may from time to time, upon written notice to the Agent (who shall promptly provide a copy of such Banks shall makenotice to each Bank or Additional Bank (as defined below)), obtain or propose to increase the Aggregate Commitment Amount by increments of $25,000,000, to an amount not to exceed $5,250,000,000 (the amount of their Commitments any such increase, the “Additional Commitment Amount”). Each Bank and Additional Bank may, not more than 10 Business Days following receipt of such notice, elect by executing and delivering written notice to the Borrower and the Agent an Increased Commitment Notice specifying (i) to participate in the requested increase of Commitments and 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 shall not exceed $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 $25,000,000 and (y) no more than four Increased Commitment Closing Dates may be selected by the Company after the Closing Dateparticipation. No Bank (or any successor thereto) shall have any obligation to participate in increase its Commitment or its other obligations under this Agreement and the other Loan Documents, and any decision by a Bank to increase described in this paragraph unless it agrees to do so its Commitment shall be made in its sole discretiondiscretion independently from any other Bank. Any Bank that does not respond to a request to increase its Commitment hereunder shall be deemed to have declined such request. (b) Any additional bank, The Borrower may designate any Bank or other financial institution which at the time agrees to, in the case of any such Person that is an existing Bank, increase its Commitment and in the case of any other such Person (each such Person, and each Person that shall accept an assignment as provided in Section 2.3 is an “Additional Bank”), become a party to this Agreement; provided, however, that any new bank or financial institution must meet the criteria for an Eligible Assignee, must have a Commitment of not less than $25,000,000 and must in all other entity which, with the consent of the Company, respects be acceptable to the Agent, the Swingline Lender and the Issuing Bank (which consent shall acceptance will not be unreasonably withheld withheld, conditioned or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially . The sum of the increases in the form Commitments of Exhibit J-1, whereupon such bank, financial institution or other entity the existing Banks pursuant to this paragraph (a “New Bank”b) plus the Commitments of the Additional Banks shall become a Bank for all purposes and to not in the same extent as if originally a party hereto and shall be bound by and entitled to aggregate exceed the benefits unsubscribed amount of this Agreementthe Additional Commitment Amount. (c) Initial Loans made under An increase in the aggregate amount of the Aggregate Commitment Amount pursuant to this Section 2.2 shall become effective upon the receipt by the Agent of an agreement in form and substance reasonably satisfactory to the Agent signed by the Borrower, by each Additional Bank and by each other Bank whose Aggregate Commitment Amount is to be increased, setting forth the new Commitments of such Banks and setting forth the agreement of each Additional Bank to become a party to this Agreement and to be bound by all the terms and provisions hereof, and such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Commitments and such opinions of counsel for the Borrower with respect to the increase in the Aggregate Commitment Amount as the Agent may reasonably request. (d) Upon the acceptance of any such agreement by the Agent, the Aggregate Commitment Amount shall automatically be increased by the amount of the Commitments shall be made added through such agreement. (e) Upon any increase in the aggregate amount of the Commitments pursuant to funding procedures this Section 2.2 that is not pro rata among all Banks, within five (5) Business Days, in the case of any Advances bearing interest at the Floating Rate, and at the end of the then agreed to by current Interest Period with respect thereto, in the Company and case of any Term Benchmark Advances, the Agent (including as Borrower shall prepay such Advances in their entirety and, to the initial interest applicable extent the Borrower elect to such Loans)do so and subject to the conditions specified in Section 6.2, and payments of principal, interest and fees under this Agreement the Borrower shall be made by reborrow Advances from the Company Banks in proportion to give their respective Commitments after giving effect to such procedures and the timing of increase, until such increased Commitments. On each Increased Commitment Closing Date, participating interests in Letters of Credit and Swingline Loans shall be adjusted time as directed all outstanding Advances are held 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 Sectionsuch proportion.

Increase of Commitments. (a) The Company and any Borrower shall have the right to increase the total Commitments from time to time (each such increase, a “Commitment Increase”) upon prior written notice to the Administrative Agent (or other notice acceptable to the Administrative Agent), by obtaining Commitments from one or more Banks Persons to which an assignment could be made pursuant to Section 9.04(b) (including New Banks) mayeach, at any time when no Default or Event of Default has occurred and is continuing, agree an “Increasing Lender”); 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 such increase and (ii) the applicable Increased each 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 shall not exceed $250,000,000 and (ii) without the consent of the Agent, (x) each increase effected pursuant to this paragraph Increase shall be in a minimum principal amount of at least $25,000,000 25,000,000, (ii) all such Commitment Increases shall not aggregate in excess of $500,000,000, (iii) no Commitment Increase shall become effective unless, at such time, (A) no Default then exists or would exist immediately after giving effect thereto, (B) the representations and warranties set forth in this Agreement and in the other Loan Documents are true and correct in all material respects (and in all respects if already qualified by materiality), except to the extent any such representations or warranties are limited to a specific date, in which case, such representations or warranties are accurate in all material respects as of such specific date, and (yC) no more than four Increased Commitment Closing Dates may be selected if requested by the Company after Administrative Agent, the Closing DateAdministrative Agent shall have received documents consistent with those delivered pursuant to Section 4.01(b), (c) and/or (d) and (iv) each such Increasing Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and each Issuing Bank (such approvals to not be unreasonably withheld) to the extent the consent of the Administrative Agent or the Issuing Banks would be required to effect an assignment under Section 9.04(b). No Bank Lender shall have any obligation to participate in provide any increase described in this paragraph Commitment Increase unless and until it expressly agrees to do so in its sole discretion. On the effective date of any Commitment Increase (i) each relevant 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 Commitment Increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Loans of all the Lenders to equal its Applicable Percentage of such outstanding Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any Commitment Increase. 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 Eurodollar Loan or BA Rate Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the deemed payment occurs other than on the last day of the related Interest Periods. (b) Any additional bankEach Increasing Lender that was not, financial institution or other entity which, with prior to the consent effectiveness of the Companyapplicable Commitment Increase, a Lender shall execute and deliver to the Agent, the Swingline Lender Borrower and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute Administrative Agent a New Bank Lender Supplement (each, a “New Bank Lender Supplement”), ) substantially in the form of Exhibit J-1C hereto, whereupon such bank, financial institution or other entity (a “New Bank”) Increasing Lender shall become a Bank party to this Agreement and shall be a “Lender” for all purposes purposes, and to the same extent as if originally a party hereto and shall be bound by and be entitled to the benefits 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 Participating interests in Letters of Credit and Swingline Loans shall automatically be reallocated among the Lenders in accordance with their respective Applicable Percentages on the date of any such increase. For the avoidance of doubt, the operation of this Section 2.20 in accordance with its terms is not an amendment subject to Section 9.02. No consent of any Lender (other than the Lenders participating in the Commitment Increase) shall be adjusted as directed by the Agent required for any Commitment Increase pursuant 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 SectionSection 2.20.

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 paragraph Second Funding Date, the date that the applicable commitment increase becomes effective, in an aggregate principal amount that shall not exceed $250,000,000 and the amount indicated on such Incremental Bank’s Commitment Increase Supplement. (iid) without the consent of the Agent, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 Sectionhereunder.

Increase of Commitments. By written notice sent to the Agent (a) The which the Agent shall promptly distribute to the Banks), the Company and any may request an increase of the Total Commitments one or more Banks times under this Section 2.16 up to an aggregate increased amount not to exceed $10,000,000 (including New Banks) mayi.e., at any time when no Default or Event of Default has occurred and is continuing, agree to Total Commitments not to exceed $100,000,000); 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 such increase no Unmatured Default or Default exists and (ii) the applicable Increased Commitment Closing DateTotal Commitments shall not have been reduced, nor shall the Company have given notice of any such reduction under Section 2.4. Notwithstanding At any time that the foregoing, (i) without the consent of the Required Banks, the aggregate amount of Total Commitments are to be increased Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $250,000,000 and (ii) without the consent of the AgentSection 2.16, (x) one or more financial institutions, each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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 approved by the Company and the Agent (including as a "New Bank"), or any existing Bank, may commit to provide an amount equal to the initial interest applicable aggregate amount of the requested increase (the "Increase Amount"); provided, that the Commitment of each New Bank shall be at least $5,000,000 and if any existing Bank increases its Commitment, the amount of the increase shall be at least $2,000,000. No existing Bank shall have any obligation to such Loans), and payments of principal, interest and fees increase its Commitment under this Agreement Section 2.16, without the consent of such Bank. Upon receipt of notice from the Agent to the Banks and the Company that the Banks, or sufficient Banks and New Banks, have agreed to commit to an aggregate amount equal to the Increase Amount, then: provided that no Unmatured Default or Default exists at such time or after giving effect to the requested increase, the Company, the 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 "H". If all existing Banks shall not have provided their Ratable Share of the requested increase, on the effective date of the Increased Commitment Supplement, the Company shall request a borrowing hereunder which shall be made only by the Banks who have increased their Commitment and, if applicable, the New Banks. The proceeds of such borrowing shall be utilized by the Company to give repay the Banks who did not agree to increase their Commitments, such borrowing and repayments to be in amounts sufficient so that after giving effect to such procedures and thereto, 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 held by the Agent to reflect the then respective Commitment Percentages of the Banks. Payments to the Banks in respect accordance with their respective Ratable Shares. The Company agrees to exchange the Note of each existing Bank that has increased its Commitment under this Section 2.16 for a new Note payable to the order of such Bank in the amount of its increased Commitment. The Company agrees to execute and deliver new Notes to each New Bank that has provided a new Commitment under this Section 2.16 in an amount equal to such new Commitment. Section 2.5. AMENDMENT TO SECTION 5.3. Section 5.3 of the Loans and Letters of Credit will be made Agreement is amended in its entirety to give effect to the allocations or reallocations described in this Section.read as follows:

Increase of Commitments. By written notice sent to the Administrative Agent (awhich the Administrative Agent shall promptly distribute to the Lenders) The Company the Borrowers may from time to time request an increase in the aggregate amount (each, an “Increase Amount”) (i) of the Revolving Commitments, and any one or more Banks (including New Banksii) may, at any time when no Default or Event of Default has occurred and is continuing, agree the Term Commitments; provided that such Banks shall make, obtain or increase (A) the aggregate amount of their the increases in the Commitments pursuant to this Section 2.23 shall not exceed $100,000,000, (B) the Borrowers shall provide legal opinions, corporate resolutions authorizing such increase and such other documents reasonably requested by executing and delivering to the Agent an Increased Commitment Notice specifying Administrative Agent, (iC) the amount of such any increase shall be $20,000,000 or an integral multiple of $5,000,000 in excess thereof, (D) with respect to increases in the Revolving Commitments, (1) no Default shall have occurred and be continuing and (ii2) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without the consent of the Required Banks, the aggregate amount of increased the Revolving Commitments obtained after the Closing Date pursuant to this paragraph shall not exceed $250,000,000 have been reduced, nor shall the Borrowers have given notice of any such reduction, under Section 2.9, and (iiE) without with respect to increases in the consent of the AgentTerm Commitments, (x1) the conditions precedent to each increase effected pursuant to this paragraph credit extension set forth in Section 5.2 shall be satisfied, (2) the financial covenants set forth in Section 7.1 shall be satisfied on a minimum amount of at least $25,000,000 and pro forma basis after giving effect to the loans to be borrowed under such increased Term Commitments (yeach, an “Incremental Term Loan”), (3) the Borrowers shall make such request no later than the date that is six months prior to the Maturity Date, (4) no more than four Increased Commitment Closing Dates two such increases may be selected by requested and (5) Incremental Term Loans shall be subject to the Company after the Closing Dateterms and provisions set forth below in paragraph (b). No Bank Lender shall have any obligation to participate in any increase described in its Commitment. A Lender’s decision whether to increase its Commitment under this paragraph unless Section 2.23 if it agrees is requested to do so shall be made in such Lender’s sole and absolute discretion and any failure to respond to a request shall be deemed a decision by such Lender that it will not increase its sole discretion. (b) Any additional bankCommitment. If one or more of the Lenders is not increasing its Commitment, financial institution or other entity whichthen, with notice to the consent of the Company, the Agent, the Swingline Lender Administrative Agent and the Issuing Bank (which consent shall not be unreasonably withheld other Lenders, another one or delayed)more financial institutions, elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in each as approved by the form of Exhibit J-1, whereupon such bank, financial institution or other entity Borrowers and the Administrative Agent (a “New BankLender”), may commit to provide an amount equal to the aggregate amount of the requested Increase Amount that will not be provided by the existing Lenders; provided, that the Commitment of each New Lender shall be at least $5,000,000. Upon receipt of notice from the Administrative Agent to the Lenders and the Borrowers that the Lenders, or sufficient Lenders and New Lenders have agreed to commit to an aggregate amount equal to the Increase Amount (or such lesser amount as the Borrowers shall agree, which shall be at least $20,000,000 and an integral multiple of $5,000,000 in excess thereof), then: provided that no Default exists at such time or after giving effect to the requested increase, the Borrowers, the Administrative Agent, and the Lenders willing to increase their respective Commitments and the New Lenders (if any) shall execute and deliver an “Increase Commitment Supplement” (herein so called) in the form attached hereto as Exhibit G hereto. If all existing Lenders shall not have provided their pro rata portion of the requested increase, on the effective date of the Increase Commitment Supplement (the “Increase Effective Date”) the Borrowers shall become request 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 borrowing hereunder which shall be made pursuant to funding procedures then agreed to only by the Company and Lenders who have increased their Commitment and, if applicable, the Agent (including as to the initial interest applicable to New Lenders. The proceeds of such Loans), and payments of principal, interest and fees under this Agreement borrowing shall be made utilized by the Company Borrowers to give repay the Lenders who did not agree to increase their Commitments, such borrowing and repayment to be in amounts sufficient so that after giving effect to such procedures and thereto, 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 held by the Agent Lenders pro rata according 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 Sectiontheir 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 $600,000,000; provided that (including New Banksi) mayeach such increase is in a minimum amount of $50,000,000 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 is obtained (which consent shall not be unreasonably withheld), (v) no Default or Event of Default has shall have occurred and is be continuing, agree that such Banks shall make, obtain or increase and (vi) each of the amount representations and warranties made on the Closing Date are true and correct in all material respects on and as of their Commitments by executing and delivering to the Agent an Increased Commitment Notice specifying (i) the amount date of such increase increase. (b) In the event that the Company and one or more of the Banks (ii) the applicable Increased Commitment Closing Date. Notwithstanding the foregoing, (i) without or other financial institutions that may elect to participate with the consent of the Required BanksAdministrative Agent (which consent shall not be unreasonably withheld)) 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 Commitments obtained after which is attached hereto as Exhibit J) setting forth the Closing Date pursuant to this paragraph shall not exceed $250,000,000 and (ii) without the consent amounts of the Agent, (x) each increase effected pursuant to this paragraph in Commitments and providing that the additional financial institutions participating shall be in a minimum amount deemed to be included as Banks for all purposes of at least $25,000,000 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 (y) no more than four Increased Commitment Closing Dates may be selected by including the delivery of certificates and legal opinions on behalf of the Company after relating to the Closing Date. amendment and new Notes), this Agreement shall be 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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. 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 Sectionhereunder.

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 Potential 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 Moody's or BBB- by Fitch. (b) In the foregoingevent of s▇▇▇ ▇ ▇equested increase in the Commitments, (i) without the consent each of the Required Banks, Banks shall be given the aggregate amount of opportunity to participate in the increased Commitments obtained after (x) initially ratably in the Closing Date proportion that its Commitment bears to the Commitments and (y) to the extent that the requested increase of Commitments is not fulfilled pursuant to this paragraph shall not exceed $250,000,000 the preceding clause (x) and subject to clause (d) below, in such additional amounts as a Bank desires, and (ii) without 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 Administrative Agent, which consent shall not be unreasonably withheld, invite to participate in the Commitments. (xc) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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 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 whichafter giving effect to an increase in its Commitment hereunder, with the consent exceed 20% of the Company, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” Commitments under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (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. (ce) Initial Loans made under any such increased Commitments shall be made pursuant to funding procedures then agreed to by In the event that the Company and one or more of the Banks (or other financial institutions) shall 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 to the initial interest applicable to such Loans), and payments of principal, interest and fees under this Agreement shall be made by ii) the Company shall furnish new Notes to give effect each financial institution that is extending a new Commitment and 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 SectionBank which is increasing its Commitment.

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 Banks, the aggregate amount of increased Commitments obtained after the Closing Date pursuant Banks but subject to this paragraph shall not exceed $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 $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank Agent (which consent shall not be unreasonably withheld or delayedwithheld), elects to become a “Bank” under effectuate from time to time an increase in the Aggregate Commitment by adding to this Agreement one or more commercial banks or other financial institutions (who shall meet all criteria for Eligible Assignees and who shall, upon completion of the requirements stated in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (eachthis SECTION 2.9, a “New Bank Supplement”constitute Banks hereunder), substantially or by allowing one or more Banks to increase its Commitment hereunder, so that such added and increased Commitments shall equal the increase in Aggregate Commitment effectuated pursuant to this SECTION 2.9; PROVIDED that (a) no increase in Commitments pursuant to this SECTION 2.9 shall result in the form Aggregate Commitment exceeding $450,000,000 (reduced by the amount, if any, by which the "Commitments" (as defined therein) under the 364-Day Credit Agreement of Exhibit J-1even date herewith by and among the Company, whereupon such bankthe Banks and the Agent, financial institution as amended from time to time, have been or other entity are concurrently being increased), (a “New b) no Bank”) shall become a Bank for all purposes and to the same extent as if originally a party hereto and 's Commitment shall be bound by increased without the consent of such Bank, and entitled to the benefits of this Agreement. (c) Initial Loans made under on the effective date of any such increased Commitments increase in Aggregate Commitment, there are no outstanding Eurodollar Loans. The Company shall be made give the Agent three Business Days' notice of the Company's intention to increase the Aggregate Commitment 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 SectionSECTION 2.

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 Credit shall not exceed $250,000,000 and terminate or (ii) without upon the consent expiration of the Agentinitial and each successive term of each Letter of Credit, (x) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $25,000,000 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, the Agent, the Swingline Lender and the Issuing Bank (which consent shall not be unreasonably withheld or delayed), elects to become a “Bank” under this Agreement in connection with any transaction described in Section 2.23(a) shall execute a New Bank Supplement (each, 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 by the Company with respect 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 issued by it prior to such replacement, but shall not be adjusted as directed by the Agent required to reflect the then respective Commitment Percentages of the Banks. Payments to the Banks in respect of the Loans and issue additional Letters of Credit will be made to give effect to the allocations or reallocations described in this SectionCredit.