Common use of Increases in Commitments Clause in Contracts

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the Lenders, the Borrower may from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative Agent.

Increases in Commitments. So long as no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, with the prior written consent of upon notice to the Administrative Agent and the LC Bank and upon prior notice to the Lenderseach Purchaser, the Borrower Seller may from request on a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Dateexceed $50,000,000; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lenderthe Purchasers, the Borrower Seller (in consultation with the Administrative AgentAgent and the Purchasers) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Lenders Purchasers and the Administrative Agent are requested to respond to the BorrowerSeller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative AgentAgent and the Purchasers). Each Lender being asked to increase its Commitment, of the LC Bank Purchasers and the Administrative Agent shall notify the Borrower Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the make such ratable increase in such Purchaser’s Commitment or otherwise agrees to such Lender’s any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such LenderPurchaser’s Commitment. For In the avoidance event that one or more Purchasers fails to consent to all or any portion of doubtany such request for an increase in its Commitment, only the consent Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the Lender then being asked requested increases in Commitments be allocated to increase its Commitment (one or an additional Lender)more willing Purchaser as agreed in writing among the Seller, the Administrative Agent and the LC Bank shall be required such willing Purchasers (in order each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to approve any such requestincrease in its Commitment. If the Commitment of any Lender Purchaser is increased (or a new Person is added as Lender) in accordance with this clause (hg), the Administrative Agent, such Lenderthe Purchasers, the LC Bank Seller and the Borrower Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender Purchaser increasing its Commitment pursuant to this Section 2.01(hclause (g) may request any of (x) resolutions of the Board of Directors of the Borrower Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower Seller and (z) such other documents, agreements and opinions reasonably requested by such Lender Purchaser or the Administrative AgentAgent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasers.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred this Agreement, on and is continuingfrom the Effective Date, with the prior written consent of Borrower may by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,000. At 50,000,000 and (iii) the time aggregate amount of sending such notice with respect all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to the Borrowercommit to an Optional Increase shall be at such ▇▇▇▇▇▇’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Swingline Lender and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s CommitmentIssuing Lenders. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order Borrower. (c) As a condition precedent to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h)Optional Increase, the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine deliver to the Administrative Agent a certificate of the Borrower dated the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board Optional Increase, signed by a Responsible Officer of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the executionOptional Increase, delivery (A) the representations and performance warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any amendment Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to this Agreement, pay any and all costs (yif any) a corporate and enforceability opinion of counsel required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Borrower and (z) Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such other documents, agreements and opinions reasonably requested date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by such Lender or the Administrative Agentthis Section 2.19.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred this Agreement, on and is continuingfrom the Effective Date, with the prior written consent of Borrower may by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,000. At 50,000,000 and (iii) the time aggregate amount of sending such notice with respect all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to the Borrowercommit to an Optional Increase shall be at such Lender’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Swingline Lender and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s CommitmentIssuing Lenders. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order Borrower. (c) As a condition precedent to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h)Optional Increase, the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine deliver to the Administrative Agent a certificate of the Borrower dated the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board Optional Increase, signed by a Responsible Officer of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the executionOptional Increase, delivery (A) the representations and performance warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (B) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any amendment Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to this Agreement, pay any and all costs (yif any) a corporate and enforceability opinion of counsel required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Borrower and (z) Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such other documents, agreements and opinions reasonably requested date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by such Lender or the Administrative Agentthis Section 2.19.

Increases in Commitments. So long as Provided that no Event of Default, Purchase and Sale Termination Event, Unmatured Event of Default or Unmatured Purchase and Sale Termination Event of Default has occurred and is continuing, with the prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the LendersAdministrative Agent, each Lender and each LC Participant, the Borrower may from request on a one-time to time request basis that each of the Lenders and each of the LC Participants ratably increase their respective Commitments, in an increase in aggregate amount such that after giving effect thereto the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may Facility Limit shall not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000200,000,000. At the time of sending such notice with respect to any Lenderthe Lenders and the LC Participants, the Borrower (in consultation with the Administrative Agent) shall specify (i) the aggregate amount of such increase (such amount, the “Requested Facility Limit Increase”) and (ii) the time period within which such the Lenders and the Administrative Agent LC Participants are requested to respond to the Borrower’s request (which shall in no event be less than ten fifteen (1015) Business Days days from the date of delivery of such notice to the Administrative Agent, the Lenders and the LC Participants, unless such shorter period is agreed to by the Administrative Agent and the applicable Lender(s)). Each Lender being asked to increase its Commitment, of the Lenders and each of the LC Bank and the Administrative Agent Participants shall notify the Administrative Agent, the Borrower and the Servicer within the applicable time period (which shall not be less than fifteen (15) days or such shorter period agreed to by the Administrative Agent and the applicable Lender(s)) whether or not such Person Lender or such LC Participant agrees, in its respective sole discretion, to the make such ratable increase to such Lender’s or such LC Participant’s Commitment or otherwise agrees to any lesser increase in its Commitment. Any such Person Lender or any LC Participant not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s or such LC Participant’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender or any LC Participant is increased (or a new Person is added as Lender) in accordance with this clause (hg), the Administrative Agent, such the Lender, the LC Bank Participant, the Borrower and the Borrower Servicer shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increaseincrease and, if applicable, rebalance Capital among the Lenders such that after giving effect thereto, the aggregate outstanding Capital of the Lenders is distributed ratably among the Lenders; it being understood and agreed that the Administrative Agent Agent, any Lender or any Lender LC Participant increasing its Commitment pursuant to this Section 2.01(hclause (g) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender Lender, such LC Participant or the Administrative Agent.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred and is continuingthis Agreement, with the prior written consent of Borrower may, during the Availability Period by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request up to two (2) increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,0002,500,00 and (iii) the aggregate amount of all Optional Increases shall be no more than $30,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the approval of each Issuing Lender (such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Lender’s sole discretion and shall be made in writing. At The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the time Administrative Agent and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. (c) As a condition precedent to the Optional Increase, the Loan Parties shall deliver to the Administrative Agent a certificate of sending the Loan Parties dated the effective date of the Optional Increase, signed by Authorized Officers of each Loan Party, certifying that: (i) the resolutions adopted by each Loan Party approving or consenting to such notice with respect Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (B) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. Upon the request of any Lender, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender in accordance with Section 2.05(d). (in consultation with the Administrative Agentd) shall specify the time period within which such Lenders and The Revolving Outstandings will be reallocated by the Administrative Agent are requested to respond to on the Borrower’s request (which shall in no event be less than ten (10) Business Days from the effective date of delivery any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of such notice to the Administrative Agent)Optional Increase. Each Lender being asked to increase its Commitment, of the LC Bank and the Administrative Agent Lenders shall notify the Borrower within the applicable time period whether participate in any new Loans made on or not after such Person agrees, date in its accordance with their respective sole discretion, Commitment Ratios after giving effect to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to Commitments contemplated by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative Agent2.19.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred this Agreement, on and is continuingfrom the Effective Date, with the prior written consent of Borrower may by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,000. At 50,000,000 and (iii) the time aggregate amount of sending such notice with respect all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to the Borrowercommit to an Optional Increase shall be at such ▇▇▇▇▇▇’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Swingline Lender and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s CommitmentIssuing Lenders. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order Borrower. (c) As a condition precedent to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h)Optional Increase, the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine deliver to the Administrative Agent a certificate of the Borrower dated the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board Optional Increase, signed by a Responsible Officer of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Borrower effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested by such Lender or in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred this Agreement, on and is continuingfrom the Effective Date, with the prior written consent of Borrowers may, by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower Borrowers may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,00050,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than the Accordion Amount. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the approval of each Issuing Lender and the Swingline Lender (such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such ▇▇▇▇▇▇’s sole discretion and shall be made in writing. At the time of sending such notice with respect The Borrowers may, at their own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to any Lender, the Borrower (in consultation with the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall specify the time period within which such Lenders become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent are requested to respond and the Borrowers. (c) As a condition precedent to the Borrower’s request Optional Increase, the Loan Parties shall deliver to the Administrative Agent a certificate of the Loan Parties dated the effective date of the Optional Increase, signed by Authorized Officers of each Loan Party, certifying that: (i) the resolutions adopted by each Loan Party approving or consenting to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (B) that no event be less than ten (10) Business Days Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of delivery any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the applicable Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19. (e) In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.19, the respective Sublimits of each Borrower shall be increased by an equal aggregate amount as the Borrowers may direct by notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, subject to the increase to limitations set forth in Section 2.08(f); provided that a Borrower’s Sublimit shall at no time exceed such LenderBorrower’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative AgentMaximum Sublimit.

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of upon notice to the Administrative Agent and the LC Bank and upon prior notice to the Lenderseach Group Agent, the Borrower may from time to time request an increase in the Commitment with respect to one or more Committed Lenders, including any new Lenders or cause additional Persons that agree to become parties Committed Lenders pursuant to this an Assumption Agreement, as lendersprovided in Section 14.03(i), or pursuant to an Assignment and Acceptance Agreement at any time following the Closing Date and prior to the Termination Date; provided, that any such aggregate increase in such Lenders’ Committed Lender’s Commitments and the Commitments of to be an amount (for all such additional Lenders may requests or additions) not exceed exceeding $100,000,000 in the aggregate during the life of this Agreement75,000,000; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Committed Lender, the Borrower (in consultation with the Administrative AgentAgent and the Group Agent related to such Committed Lender) shall specify the time period within which such Committed Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative AgentAgent and the Group Agents). Each In respect of any Committed Lender, each of such Committed Lender being asked to increase its Commitment, the LC Bank Commitment and the Administrative Agent shall notify the Borrower and the Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Committed Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Committed Lender’s Commitment. For the avoidance of doubt, only the consent of the Committed Lender then being asked to increase its Commitment (or an additional Lender), and the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Committed Lender is increased (or a new Person is added as Lender) in accordance with this clause (hg), the Administrative Agent, the Purchaser Agents for such LenderCommitted Lenders, the LC Bank Borrower and the Borrower Servicer shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Committed Lender increasing its Commitment pursuant to this Section 2.01(hclause (g) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Committed Lender or the Administrative Agent.

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the Lenders, the Borrower may from time to time request an increase in the Commitment with respect to one or more Committed Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Committed Lenders’ Commitments and the Commitments of all such additional Committed Lenders may not exceed $100,000,000 50,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,0005,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Committed Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Committed Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Committed Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Committed Lender is increased (or a new Person is added as Committed Lender) in accordance with this clause (hg), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Committed Lender increasing its Commitment pursuant to this Section 2.01(h2.02(g) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative Agent.

Increases in Commitments. So long as no Event (a) The Company may by written notice to the Administrative Agent elect to request the establishment of Default one or Unmatured Event of Default has occurred and is continuingmore new term loans denominated in Dollars, with an Alternate Currency or any other currency agreed to by the prior written consent of Company, the Administrative Agent and the LC Bank and upon prior notice to Lenders providing such new term loans (the Lenders, the Borrower may from time to time request “Incremental Term Loans”) or an increase in the Revolving Loan Commitment Amount (the “Incremental Revolving Commitments” and, together with respect the Incremental Term Loans, the “Incremental Commitments”) from existing Lenders (each of which shall be (A) an Eligible Assignee, (B) subject to one the approval of the Administrative Agent (not to be unreasonably withheld or more delayed) and (C) entitled to elect or decline, in its sole discretion, to provide such Incremental Commitments) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith, in an aggregate amount for all such Incremental Commitments not in excess of (i) $250,000,000 (or cause a principal amount equal to the Dollar Equivalent of $250,000,000) less the aggregate principal amount of Indebtedness incurred pursuant to clause (1) of Section 7.2.2(n) at or prior to such time plus (ii) additional Persons amounts so long as, on a pro forma basis on the date of incurrence, after giving effect to become parties the incurrence of any such Incremental Commitment (assuming the full amount of any such concurrently established Incremental Revolving Commitment is drawn) and after giving effect to this Agreementany pro forma adjustments for transactions consummated in connection therewith, as lendersthe Senior Secured Net Leverage Ratio does not exceed 3.00 to 1.00; provided that, to the extent any such Incremental Commitments are intended to be applied to finance a Limited Condition Acquisition, for the purposes of determining pro forma compliance with the Senior Secured Net Leverage Ratio the date of determination thereof shall, at any time following the Closing Date Company’s option, be the LCA Test Date, and if, after giving pro forma effect to the Limited Condition Acquisition and other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Reference Period ending prior to the Termination LCA Test Date, the Company could have taken such action on the relevant LCA Test Date in compliance with such Senior Secured Net Leverage Ratio, such Senior Secured Net Leverage Ratio shall be deemed to have been complied with. Each such notice shall specify (i) the amount of the Incremental Term Loan or Incremental Revolving Commitment being requested (which shall be in minimum increments of $1,000,000 (or a principal amount equal to the Dollar Equivalent of $1,000,000) and a minimum amount of $25,000,000 (or a principal amount equal to the Dollar Equivalent of $25,000,000) or such lesser amount equal to the remaining amount of Incremental Revolving Commitments) and (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Commitments shall be effective (which shall not be less than 10 Business Days (or such shorter period as agreed to by the Administrative Agent). (b) Such Incremental Commitments shall become effective as of such Increased Amount Date; provided, that any (i) no Default or Event of Default shall exist on such increase in Increased Amount Date before or after giving effect to such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this AgreementIncremental Commitments; provided, that each request for if the proceeds thereof are being used to finance a Limited Condition Acquisition, then the condition set forth in this clause (i) shall only be required to be satisfied as of the LCA Test Date; (ii) any such Incremental Term Loans (A) may rank pari passu or junior in right or payment and/or with respect to security with the Obligations or may be unsecured (subject, if applicable, to an increase Acceptable Intercreditor Agreement), (B) if secured, may not be secured by any assets other than Collateral, (C) if guaranteed, may not be guaranteed by any Person who is not a Guarantor and addition (D) if secured on a second lien or junior lien basis to the Obligations or unsecured (any such Incremental Facility, “Incremental Equivalent Debt”), such Loans will be documented in a separate facility and not in this Agreement and will be subject to an Acceptable Intercreditor Agreement (if secured) and/or Acceptable Subordination Agreement, as applicable; (iii) any such Incremental Revolving Commitments shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans; (iv) the All-in Yield relating to the Incremental Term Loans shall be determined by the Company and the applicable Incremental Lenders; provided, that, prior to the date that is twelve (12) months after the Closing Date, to the extent any Incremental Term Loans are pari passu in a minimum amount right of $10,000,000. At payment and security with the time Term Loans (including for the avoidance of sending such notice doubt, both U.S. Dollar Term Loans and Euro Term Loans regardless of the currency of the Incremental Term Loans) entered into on the Closing Date, if the All-In Yield exceeds the spread with respect to any Lenderthen-existing Term Loans (including for the avoidance of doubt, both U.S. Dollar Term Loans and Euro Term Loans regardless of the currency of the Incremental Term Loans) by more than 0.50% per annum, the Borrower Applicable Margin relating to such existing Term Loans shall be adjusted so that the All-In Yield relating to such Incremental Term Loans does not exceed the interest rate (including the Applicable Margin) payable pursuant to the terms of the Credit Agreement as amended through the date of such calculation with respect to such Term Loans (other than Incremental Commitments to the extent the terms governing such Incremental Commitments do not so provide) by more than 0.50% per annum (for the avoidance of doubt, it is understood and agreed that the foregoing calculation shall be made, on any Increased Amount Date on which Incremental Term Loans denominated in consultation with both Dollars and Euros are established, by comparing (x) the Administrative Agentinitial yield on the Incremental Term Loans denominated in Dollars made on such Increased Amount Date to the Applicable Rate then in effect for the outstanding U.S. Dollar Term Loans denominated in Dollars made prior to such Increased Amount Date and (y) the initial yield on the Incremental Term Loans denominated in Euros made on such Increased Amount Date to the Applicable Rate then in effect for the outstanding Euro Term Loans denominated in Euros made prior to such Increased Amount Date); (v) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable incremental amendment or other definitive documentation therefor; (vi) in the case of any Incremental Term Loans, the maturity date thereof shall specify not be earlier than the time period within which applicable Stated Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of Term Loans; (vii) the terms and provisions of additional Revolving Loans made under Incremental Revolving Commitments shall be identical to those of the existing Revolving Loan Commitments; (viii) except as otherwise required in clauses (iv) through (vii) above, the terms of any Incremental Term Loans shall be no more favorable (taken as a whole) to the lenders providing such Lenders Incremental Term Loans than the terms of the initial U.S. Dollar Term Loans or Euro Term Loans, as applicable (except to the extent such terms are applicable after the applicable Stated Term Maturity Date); (ix) such Incremental Term Loans or Incremental Commitments shall be effected pursuant to one or more Incremental Assumption Agreements executed and delivered by the Company, the Administrative Agent and one or more Incremental Lenders; (x) the Company shall deliver or cause to be delivered any customary legal opinions, or other documents reasonably requested by Administrative Agent in connection with any such transaction; (xi) the conditions set forth in Section 5.2.1(a) shall be satisfied; provided, however, that if the proceeds thereof are requested being used to respond finance a Limited Condition Acquisition, then the condition set forth in this clause (xi) shall be limited to the Borrower’s request customary “SunGard” representations and warranties; and (which shall in no event be less than ten (10xii) Business Days from the date of delivery of such notice all fees and expenses owing to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Agent and the Administrative Agent Lenders in respect of such Incremental Commitments shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitmenthave been paid. Any Incremental Term Loans made on an Increased Amount Date that have terms and provisions that differ from those of the U.S. Dollar Term Loans or Euro Term Loans, as applicable, outstanding on the date on which such Person not responding within such time period Incremental Term Loans are made shall be deemed to have declined to consent to an increase in such Lender’s Commitmentdesignated as a separate tranche (a “Tranche”) of Term Loans for all purposes of this Agreement, except as the relevant Incremental Assumption Agreement otherwise provides. For the avoidance of doubt, only the consent rate of interest and the amortization schedule (if applicable) of any Incremental Commitments shall be determined by the Company and the applicable Incremental Lenders and shall be set forth in the applicable Incremental Assumption Agreement. (c) On any Increased Amount Date on which any Incremental Commitment becomes effective, each lender with an Incremental Commitment (each, an “Incremental Lender”) (other than with respect to Incremental Equivalent Debt) shall become a Lender hereunder with respect to such Incremental Commitment. Each of the Lender then being asked parties hereto hereby agrees that, upon the effectiveness of any Incremental Commitments, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the increase its in the Revolving Loan Commitment (Amount or an additional Lender)the Term Loan Commitment Amount, and the Administrative Agent and the LC Bank Company may revise this Agreement to evidence such amendments. The Administrative Agent shall be required promptly notify each Lender as to the effectiveness of each increase in order to approve any such requestthe Revolving Loan Commitment Amount or the Term Loan Commitment Amount. If Each of the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed hereto hereby agrees that the Administrative Agent or may, in consultation with the Company, take any Lender increasing its Commitment and all action (including pursuant to amendments as specified in this Section 2.01(h2.11) as may request any be reasonably necessary to ensure that, upon the effectiveness of each increase in the Revolving Loan Commitment Amount (xi) resolutions all Borrowings and repayments thereunder shall be made on a pro rata basis and (ii) all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Revolving Lenders. (d) Each of the Board parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans that are to be additional U.S. Dollar Term Loans or Euro Term Loans, as applicable, and when originally made, are included in each Borrowing of Directors outstanding U.S. Dollar Term Loans or Euro Term Loans, as applicable, on a pro rata basis. This may be accomplished at the discretion of the Borrower approving Administrative Agent by requiring each outstanding Eurocurrency Rate Borrowing or consenting EURIBOR Rate Borrowing to be converted into a Base Rate Borrowing on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding applicable Eurocurrency Rate Borrowing or EURIBOR Rate Borrowing, as applicable, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurocurrency Rate Loans or EURIBOR Rate Borrowing, as applicable to Base Rate Loans made pursuant to the preceding sentence shall be subject to Section 4.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurocurrency Rate Borrowing or EURIBOR Rate Borrowing then, subject to Section 3.1.1, the interest rate applicable to such Commitment increase and authorizing Incremental Term Loan for the executionremainder of such Interest Period shall equal the Eurocurrency Rate or EURIBOR Rate, delivery and performance as applicable, for a period approximately equal to the remainder of any amendment to this Agreement, such Interest Period (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested as determined by such Lender or the Administrative AgentAgent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Margin then in effect. In addition, to the extent any Incremental Term Loans are to be additional U.S. Dollar Term Loans or Euro Term Loans, the applicable scheduled amortization payments under Section 3.1.1 required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increases in Commitments. So long as no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, with the prior written consent of upon notice to the Administrative Agent and the LC Bank and upon prior notice to the Lenderseach Purchaser, the Borrower Seller may from request on a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Dateexceed $75,000,000; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,0005,000,000. At the time of sending such notice with respect to any Lenderthe Purchasers, the Borrower Seller (in consultation with the Administrative AgentAgent and the Purchasers) shall specify (i) the aggregate amount of such increase and (ii) the time period within which such Lenders Purchasers and the Administrative Agent are requested to respond to the BorrowerSeller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative AgentAgent and the Purchasers). Each Lender being asked to increase its Commitment, of the LC Bank Purchasers and the Administrative Agent shall notify the Borrower Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the make such ratable increase in such Purchaser’s Commitment or otherwise agrees to such Lender’s any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such LenderPurchaser’s Commitment. For In the avoidance event that one or more Purchasers fails to consent to all or any portion of doubtany such request for an increase in its Commitment, only the consent Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the Lender then being asked requested increases in Commitments be allocated to increase its Commitment (one or an additional Lender)more willing Purchasers as agreed in writing among the Seller, the Administrative Agent and the LC Bank shall be required such willing Purchasers (in order each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to approve any such requestincrease in its Commitment. If the Commitment of any Lender Purchaser is increased (or a new Person is added as Lender) in accordance with this clause (hg), the Administrative Agent, such Lenderthe Purchasers, the LC Bank Seller and the Borrower Master Servicer shall (i) determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender Purchaser increasing its Commitment pursuant to this Section 2.01(hclause (g) may request any of (x) resolutions of the Board of Directors of the Borrower Seller approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower Seller and (z) such other documents, agreements and opinions reasonably requested by such Lender Purchaser or the Administrative AgentAgent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasers.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred this Agreement, on and is continuingfrom the Effective Date, with the prior written consent of Borrowers may, by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower Borrowers may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,00050,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the approval of each Issuing Lender and the Swingline Lender (such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such Lender’s sole discretion and shall be made in writing. At the time of sending such notice with respect The Borrowers may, at their own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to any Lender, the Borrower (in consultation with the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall specify the time period within which such Lenders become a party to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent are requested to respond and the Borrowers. (c) As a condition precedent to the Borrower’s request Optional Increase, the Loan Parties shall deliver to the Administrative Agent a certificate of the Loan Parties dated the effective date of the Optional Increase, signed by Authorized Officers of each Loan Party, certifying that: (i) the resolutions adopted by each Loan Party approving or consenting to such Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (B) that no event be less than ten (10) Business Days Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of delivery any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the applicable Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19. (e) In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.19, (i) the respective Sublimits of each Borrower shall be increased by an equal aggregate amount as the Borrowers may direct by notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, subject to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase limitations set forth in such Lender’s Commitment. For Section 2.08(f), and (ii) the avoidance of doubt, only the consent amount of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment Maximum Sublimit of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the each Borrower shall determine increase ratably on a percentage basis by the effective date with respect to same percentage as the Commitments are increased; provided that a Borrower’s Sublimit shall at no time exceed such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative AgentBorrower’s Maximum Sublimit.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred and is continuingthis Agreement, with the prior written consent of Borrower may, during the Availability Period by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,000. At 50,000,000 and (iii) the time aggregate amount of sending such notice with respect all Optional Increases shall be no more than $100,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to the Borrowercommit to an Optional Increase shall be at such Lender’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Swingline Lender and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s CommitmentIssuing Lenders. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order Borrower. (c) As a condition precedent to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h)Optional Increase, the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine deliver to the Administrative Agent a certificate of the Borrower dated the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board Optional Increase, signed by a Responsible Officer of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Borrower effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC, TRA, VSCC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested by such Lender or in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as Provided that no Event of Default exists or Unmatured Event of Default has occurred would exist immediately before and is continuing, with the prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the Lendersafter giving effect thereto, the Parent Borrower may at any time and from time to time prior to May 31, 2007, at its sole cost and expense, request an increase in the Commitment with respect to any one or more of the Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; increase its Revolving Credit Commitment Amount (provided, that any such that, the decision to increase in such Lenders’ Commitments and the Commitments Revolving Credit Commitment Amount of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition a Lender shall be in a minimum amount within the sole and absolute discretion of $10,000,000. At the time of sending such notice with respect Lender), or any other Eligible Assignee reasonably satisfactory to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its provide a new Revolving Credit Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender so increasing its Commitment pursuant to this Section 2.01(h2.5(d) may request and any such Eligible Assignee providing a new Revolving Credit Commitment pursuant to this Section 2.5(d), an "Increased Lender"). In the event a Lender or Eligible Assignee agrees to become an Increased Lender, the Parent Borrower shall submit to the Administrative Agent an Increase Supplement in the form of Exhibit A to Amendment No. 4 (an "Increase Supplement"), duly executed by the Parent Borrower, the Guarantors and each such Increased Lender. If such Increase Supplement is in all respects appropriately completed and executed and all of the other requirements set forth in Sections 2.5(d) and (e) have been satisfied, the Administrative Agent shall execute such Increase Supplement and deliver a copy thereof to the Parent Borrower and each such Increased Lender and the Administrative Agent shall promptly provide notice thereof to each Lender. Upon execution and delivery of such Increase Supplement, (A) in the case of each Increased Lender that is already a Lender, such Lender's Revolving Credit Commitment shall be increased to the Revolving Credit Commitment Amount set forth in such Increase Supplement, (B) in the case of each such Eligible Assignee, such Eligible Assignee shall become a party hereto and shall for all purposes of the Loan Documents be deemed a "Lender" with a Revolving Credit Commitment in a Revolving Credit Commitment Amount set forth in such Increase Supplement, and (C) the Parent Borrower shall contemporaneously therewith execute and deliver to the Administrative Agent (x) resolutions for each Lender providing an increased Revolving Credit Commitment and requesting a Note pursuant to Section 2.13(d), a Note in the form of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment Exhibit Q-1 to this Agreement, Agreement in the amount of such increased Revolving Credit Commitment Amount and (y) for each such Eligible Assignee providing a corporate new Commitment and enforceability opinion requesting a Note pursuant to Section 2.13(d), a Note in the form of counsel Exhibit Q-1 to this Agreement in the amount of its Revolving Credit Commitment Amount and a Note in the form of Exhibit Q-3 to this Agreement ; provided, however, that: (i) the Aggregate Revolving Credit Commitment Amount shall not be increased on more than two occasions; (ii) the sum of both increases shall not exceed $50,000,000 after giving effect to all increases the Aggregate Revolving Credit Commitment Amount shall not exceed $200,000,000; (iii) each such increase shall be in an amount not less than $10,000,000 or an integral multiple of $1,000,000 in excess thereof; (iv) each such Eligible Assignee shall have delivered to the Administrative Agent and the Parent Borrower and (z) such other documentsall forms, agreements and opinions reasonably requested if any, that are required to be delivered by such Lender or Eligible Assignee pursuant to Section 3.9(e); (v) upon the Administrative Agent's execution and delivery of an Increase Supplement in accordance with the terms hereof, the Revolving Credit Commitment Amount of each Lender and the Aggregate Revolving Credit Commitment Amount shall be automatically adjusted to include the Revolving Credit Commitments set forth in each such Increase Supplement; and (vi) the Administrative Agent shall have received from each Eligible Assignee other than a Lender a completed administrative questionnaire and other items as it shall reasonably request in connection with such increase.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred this Agreement, on and is continuingfrom the Effective Date, with the prior written consent of Borrower may by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,000. At 50,000,000 and (iii) the time aggregate amount of sending such notice with respect all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to the Borrowercommit to an Optional Increase shall be at such ▇▇▇▇▇▇’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Swingline Lender and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s CommitmentIssuing Lenders. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order Borrower. (c) As a condition precedent to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h)Optional Increase, the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine deliver to the Administrative Agent a certificate of the Borrower dated the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board Optional Increase, signed by a Responsible Officer of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Borrower effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC, VSCC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested by such Lender or in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuing(i) The Borrower may, with the prior by written consent of the Administrative Agent and the LC Bank and upon prior notice to the Agent (who shall promptly notify the Lenders), the Borrower may from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this AgreementCommitments (each such increase, as lenders, at any time following the Closing Date and prior to the Termination Datean “Incremental Commitment”) by an aggregate amount (for all such requests) not exceeding $250,000,000; provided, provided that (i) any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of the lesser of (x) $10,000,000. At 50,000,000 (or such lesser amount as may be approved by the time Agent) and (y) the entire remaining amount of sending such notice with respect to any Lender, increases available under this Section 2.08(e) and (ii) the Borrower shall make no more than a total of five (5) requests for increases of Commitments under this Section 2.08(e). (ii) An Incremental Commitment may be provided by any existing Lender or other Person that is an Eligible Assignee (each such existing Lender or other Person that agrees to provide an Incremental Commitment, an “Incremental Lender”); provided that each Incremental Lender shall be subject to the consent (in consultation with each case, not to be unreasonably withheld or delayed) of the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond . Notwithstanding anything herein to the Borrower’s request (which contrary, no Lender shall in no event be less than ten (10) Business Days from the date of delivery of such notice have any obligation to the Administrative Agent). Each Lender being asked agree to increase its Commitment, or to provide a Commitment, pursuant to this Section 2.08(e) and any election to do so shall be in the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to discretion of such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment . (or an additional Lender), the Administrative iii) The Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to for such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h2.08(e) may request any (an “Incremental Commitment Effective Date”) and, if applicable, the final allocation of such increase among the Persons providing such increase; provided that such date shall be a Business Day at least ten (x10) resolutions Business Days after delivery of the Board of Directors of request for such increase (unless otherwise approved by the Borrower approving Agent) and at least thirty (30) days prior to the Revolving Termination Date then in effect. (iv) In order to effect such increase, the Borrower, the applicable Incremental Lender(s) and the Agent (but no other Lenders or consenting Persons) shall enter into one or more Joinder Agreements, each in form and substance satisfactory to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (zthe Agent, pursuant to which the applicable Incremental Lender(s) such other documents, agreements and opinions reasonably requested by such Lender or will provide the Administrative AgentIncremental Commitment(s).

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred and is continuingthis Agreement, with the prior written consent of Borrower may, during the Availability Period by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,000. At 50,000,000 and (iii) the time aggregate amount of sending such notice with respect all Optional Increases shall be no more than $100,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to the Borrowercommit to an Optional Increase shall be at such Lender’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Swingline Lender and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s CommitmentIssuing Lenders. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order Borrower. (c) As a condition precedent to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h)Optional Increase, the Loan Parties shall deliver to the Administrative Agent, such Lender, Agent a certificate of the LC Bank and the Borrower shall determine Loan Parties dated the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board Optional Increase, signed by Authorized Officers of Directors of each Loan Party, certifying that: (i) the Borrower resolutions adopted by each Loan Party approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Borrower effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested by such Lender or in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the Lenders, the Borrower may from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at At any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments ------------------------ Date at the request of the Borrowers and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice upon notification to the Administrative Agent). Each , any Lender being asked to may increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance amount of doubt, only the consent of the Lender then being asked to increase its Commitment (or by executing an additional Lender), addendum hereto with the Administrative Agent Obligors and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, substantially in the form of Exhibit H, whereupon such Lender, Lender shall be bound by and entitled to the LC Bank and the Borrower shall determine the effective date benefits of this Agreement with respect to such increase and shall enter into such documents the full amount of its Commitment as agreed so increased, provided that, after giving effect to by such parties to document any such increase; it being understood , (i) -------- the aggregate Commitments shall not exceed $1,500,000,000 and agreed that (ii) no Lender shall have a Commitment which equals or exceeds 25% of the Administrative Agent or aggregate Commitments. Effective as of the date on which any such Lender increasing increases its Commitment pursuant to the provisions of this Section 2.14, the aggregate Commitments shall be increased by the amount of such Lender's additional Commitment. If on the date upon which such Lender increases its Commitment pursuant to this Section 2.01(h) may request any 2.14 there is an unpaid principal amount of (x) resolutions of the Board of Directors of the Syndicated Loans under Section 2.01, each Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by whom Syndicated Loans are outstanding shall borrow from such Lender or through the Administrative Agent, subject to Section 6, an amount determined by multiplying the amount of the increase in such Lender's Commitment by a fraction, the numerator of which shall be the then unpaid principal amount of the Syndicated Loans outstanding under Section 2.01 and the denominator of which shall be the aggregate Commitments of the Lenders other than the amount of the additional Commitment of such Lender. Notwithstanding anything herein to the contrary, if there are Eurodollar Loans outstanding to any Borrower, such Lender may increase its Commitment and make Eurodollar Loans to such Borrower having Interest Periods corresponding to the then unexpired portions of the respective Interest Periods of such Eurodollar Loans and bearing interest at a rate equal to the respective interest rates then applicable to such Eurodollar Loans. The Administrative Agent shall advise the Lenders of such increase in the Commitment of a Lender and of the amount of any borrowing from it hereunder made simultaneously upon such increase.

Increases in Commitments. So long as no Event (a) The Applicable Borrowers, acting jointly, shall have the right at any time on or after the first anniversary of Default the date of this Agreement to increase the aggregate amount of Credit Agreement ---------------- the Commitments hereunder to an amount not to exceed $1,500,000,000 by causing one or Unmatured Event more banks or other financial institutions, which may include any Lender already party to this Agreement, to become a "Lender" party to this Agreement or (in the case of Default has occurred and any Lender already party to this Agreement) to increase the amount of such Lender's Commitment; provided that (i) the addition of any bank -------- or other financial institution to this Agreement that is continuing, with not already a Lender shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and the LC Bank and upon prior notice to the Lenders, the Borrower may from time to time request an increase in (ii) the Commitment with respect to one of any bank or more Lenders or cause additional Persons to become parties other financial institution becoming a "Lender" party to this Agreement, as lenders, at and any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment already party to this Agreement, shall be in an amount equal to an integral multiple of $1,000,000 and not less than $10,000,000. (yb) a corporate and enforceability opinion of counsel Any increase in the aggregate amount of the Borrower Commitments pursuant to Section 2.11(a) hereof shall be effective only upon the execution and delivery to the Applicable Borrowers and the Administrative Agent of a commitment increase letter in substantially the form of Exhibit I hereto (a "Commitment Increase Letter"), which Commitment Increase Letter shall be -------------------------- delivered to the Administrative Agent not less than five Business Days prior to the Commitment Increase Date and shall specify (i) the amount and Tranche of the Commitment of any bank or other financial institution becoming a "Lender" party to this Agreement or of any increase in the amount of the Commitment under any Tranche of any Lender already party to this Agreement and (zii) the date such other documents, agreements and opinions reasonably requested by such Lender or increase is to become effective (the Administrative Agent."Commitment Increase Date"). ------------------------

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred and is continuingthis Agreement, with the prior written consent of Borrower may, during the Availability Period by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,000. At 50,000,000 and (iii) the time aggregate amount of sending such notice with respect all Optional Increases shall be no more than $100,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to the Borrowercommit to an Optional Increase shall be at such ▇▇▇▇▇▇’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Swingline Lender and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s CommitmentIssuing Lenders. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order Borrower. (c) As a condition precedent to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h)Optional Increase, the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine deliver to the Administrative Agent a certificate of the Borrower dated the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board Optional Increase, signed by a Responsible Officer of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Borrower effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any PUC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested by such Lender or in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the Lenders, the Borrower may from time to time request an increase The Total Committed Line Portions in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, effect at any time following after the Closing Date and prior to the Termination DateExpiration Date (including at any time when the Total Committed Percentage is less than 100%) may be increased by an aggregate amount not to exceed $300,000,00 so that the aggregate Total Committed Line Portion at any time shall not exceed $500,000,000; providedprovided that with respect to any such increase, that any (i) each Issuing Bank and Swing Line Bank approves each such increase (with respect to both Existing Banks and New Banks) and (ii) the following conditions are satisfied: (a) Not more than forty-five (45) days and not less than thirty (30) days prior to the proposed effective date of such increase in the Total Committed Line Portions (or such Lenders’ Commitments shorter period as may be agreed among the Administrative Agent and the Commitments Borrower), the Borrower makes a written request for such increase to the Administrative Agent, who shall forward a copy of all any such additional Lenders may not exceed $100,000,000 request to each Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase (the “Requested TCL Increase Effective Date”), (ii) specify the amount of such requested increase in the aggregate during Total Committed Line Portions (the life of this Agreement; provided“Requested TCL Increase Amount”), that each request for an such requested increase and addition shall amount to be in a minimum amount of not less than $10,000,000. At 15,000,000, and (iii) constitute an invitation to each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the time obligations of sending such notice Defaulting Bank under this Agreement, with respect to any LenderNon-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the Requested TCL Increase Amount. (b) Each Bank, acting it its sole discretion exercised in good faith and with no obligation to increase its Committed Line Portion pursuant to Section 2.14(a), shall by notice to the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested advise the Borrower and Administrative Agent whether or not such Bank agrees to respond accept all or any portion of such Requested TCL Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank shall be deemed to have rejected the Borrower’s request (which shall for an increase in no event be less than ten (10) Business Days from the date of delivery Requested TCL Increase Amount in full. Promptly following the conclusion of such notice to the Administrative Agent). Each Lender being asked to increase its Commitmentfifteen (15)-day period, the LC Bank and the Administrative Agent shall notify the Borrower within of the applicable time period whether or not such Person agrees, in its respective sole discretion, results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount. (c) With respect to such Lender’s Commitment. Any such Person not responding within such time period any Requested TCL Increase Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be deemed less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Administrative Agent (subject to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent approval of the Lender then being asked Collateral Agent and the Required Banks) may offer to any Eligible Assignee(s) or other Person(s) as may be agreed by the Borrower and the Administrative Agent (each a “New Bank”) the opportunity to accept all or a portion of such Unsubscribed Increase Amount. The effectiveness of all such increases in Total Committed Line Portions are subject to the satisfaction of the following conditions: (1) each Bank that so elects to increase its Commitment (or an additional Lender)Committed Line Portion, each New Bank, the Administrative Agent and the LC Bank Borrower shall have executed and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.22; (2) the Total Committed Line Portions after giving effect to such increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 5.01(f); and (6) delivery to the Administrative Agent, if requested, of a legal opinion in respect of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent. (d) Upon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall be required in order amended to approve incorporate the Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any such request. If the Commitment further action or consent of any Lender is increased party; and (ii) the Administrative Agent shall cause a copy of such revised Schedule 2.01 to be available to the Banks. (e) Subject to the terms and conditions hereof, with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date (each such Bank an “Existing Bank”) severally agrees, as of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell a portion of its Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a new Person is added portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as Lenderrequested by the Borrower as of such date; and (ii) each Existing Bank that has increased its Committed Line Portion in accordance with this clause Section 2.14(b) and each New Bank as of such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, after giving effect to all such sales, purchases, and new Loans and L/C Obligations contemplated in clauses (h)i) and (ii) above, the Administrative AgentCommitted Percentage of each Bank shall equal such Bank’s Effective Amount Percentage. (f) The Borrower will not pay any New Bank or Existing Bank (in each case, or any Affiliate thereof) in connection with such LenderNew Bank or Existing Bank accepting or increasing, as applicable, any Committed Line Portion hereunder, any fees or other compensation higher than that paid to the Existing Banks (or in the case of an increase by an Existing Bank, the LC Bank and other Existing Banks) for equivalent financial services rendered under this Agreement unless the Borrower notifies the Administrative Agent prior to providing such higher fees or other compensation to such New Bank or Existing Bank, as applicable, and provides equivalent fees or other compensation to the other Banks at the same time that such Bank receives them. Each increase in the Committed Line Portion of a Bank under this Section 2.14 (whether by a New Bank or an Existing Bank) shall determine be treated substantially the effective date same as the other Credit Extensions hereunder, including with respect to such increase right of payment and shall enter into such documents as agreed to by such parties to document such increase; it being understood benefit of guarantees and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative Agentsecurity.

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the Lenders, the Borrower may from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender▇▇▇▇▇▇’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender▇▇▇▇▇▇’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative Agent.

Increases in Commitments. So long as no Event (a) During the period from the date hereof to the Maturity Date, at the request of Default or Unmatured Event of Default has occurred the Borrower and is continuing, with the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld), any Lender may, at its sole and absolute discretion, (but shall not be obligated to) increase the LC Bank and upon prior notice to the Lenders, amount of its Commitment by executing an Increased Commitment Supplement with the Borrower may from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, substantially in the form of Exhibit F hereto, whereupon such Lender, Lender shall be bound by and entitled to the LC Bank and the Borrower shall determine the effective date benefits of this Agreement with respect to the full amount of its Commitment as so increased; provided that (i) the minimum amount of such increase shall be $2,500,000, and shall enter into such documents as agreed (ii) after giving effect to by such parties to document such increase; it being understood and agreed that , the Administrative Agent or aggregate amount of the Commitments shall not exceed $125,000,000. (b) If on the date on which any Lender increasing increases its Commitment pursuant to this Section 2.01(h2.20 there is an unpaid principal amount of Revolving Loans, the Borrower shall borrow from such Lender under this Agreement, subject to Section 4, Revolving Loans of such types and in such amounts as shall be necessary to cause the outstanding amount of such Lender's share of each type of Revolving Loan made by all Lenders to be equal to such Lender's pro rata share. Notwithstanding anything herein to the contrary, any Eurodollar Loans made by a Lender pursuant to this Section 2.20 shall have (i) Interest Periods which end on the same dates as the Interest Periods for the corresponding Eurodollar Loans made by all the Lenders and (ii) interest rates equal to the interest rates for the corresponding Eurodollar Loans made by all the Lenders. (c) Subject to the provisions of Sections 2.02, 2.03 and 2.09, the Borrower may request any of (x) resolutions of elect to have the Board of Directors Administrative Agent on behalf of the Borrower approving or consenting apply the proceeds of such Lender's Revolving Loans made pursuant to this Section 2.20 to the partial prepayment of the Lenders' Revolving Loans (including such Lender's Revolving Loans made pursuant to Section 2.20(b), it being understood that such Lender may retain an amount equal to its pro rata share of its Revolving Loans) to the extent necessary to cause the outstanding amount of such Lender's share of each type of Revolving Loan made by all Lenders to be equal to such Lender's pro rata share (as determined after giving effect to the increase in Commitment) (and the pro rata provisions of Section 2.16 shall not be applicable to such payment). If the Borrower elects to apply the proceeds of such Lender's Revolving Loans to the partial prepayment of the other Lenders' Eurodollar Loans on a date other than the last day of an Interest Period with respect to all such Eurodollar Loans, the Borrower shall pay to the Lenders (other than the Lender increasing the amount of its Commitment) the compensation referred to in Section 2.14. (d) The Administrative Agent shall advise the Lenders of such increase in the Commitment increase of a Lender and authorizing of the execution, delivery and performance amount of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by borrowing from such Lender or the Administrative Agenthereunder made simultaneously upon such increase."

Increases in Commitments. So long as no Event (a) The Borrowers, acting jointly, shall have the right at any time to increase the aggregate amount of Default the Commitments hereunder to an amount not to exceed $1,250,000,000 by causing one or Unmatured Event more banks or other financial institutions, which may include any Lender already party to this Agreement, to become a “Lender” party to this Agreement or (in the case of Default has occurred and any Lender already party to this Agreement) to increase the amount of such Lender’s Commitment; provided that (i) the addition of any bank or other financial institution to this Agreement that is continuing, with not already a Lender shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and the LC Bank and upon prior notice to the Lenders, the Borrower may from time to time request an increase in (ii) the Commitment with respect to one of any bank or more Lenders or cause additional Persons to become parties other financial institution becoming a “Lender” party to this Agreement, as lenders, at and any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments the amount of the Commitment of any Lender already party to this Agreement, shall be in an amount equal to an integral multiple of $1,000,000 and the Commitments of all such additional Lenders may not exceed less than $100,000,000 10,000,000. (b) Any increase in the aggregate during amount of the life of this Agreement; provided, that each request for an increase and addition Commitments pursuant to Section 2.10(a) hereof shall be in a minimum amount of $10,000,000. At effective only upon the time of sending such notice with respect to any Lender, execution and delivery by the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender)Borrowers, the Administrative Agent and each relevant bank, financial institution or Lender of a commitment increase letter in substantially the LC Bank form of Exhibit I hereto (a “Commitment Increase Letter”), which Commitment Increase Letter shall be required in order delivered to approve any such request. If the Administrative Agent not less than three Business Days prior to the Commitment Increase Date and shall specify (i) the amount of the Commitment of such bank or other financial institution becoming a “Lender” party to this Agreement or of any increase in the amount of the Commitment of such Lender is increased and (or a new Person is added as Lenderii) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed is to by such parties to document such increase; it being understood and agreed that become effective (the Administrative Agent or any Lender increasing its “Commitment Increase Date”). (c) Any increase in the aggregate amount of the Commitments pursuant to this Section 2.01(h2.10 shall not be effective unless: (i) may request no Default shall have occurred and be continuing on the Commitment Increase Date; (ii) each of the representations and warranties made by the Borrowers in Section 7 hereof (other than the Excluded Representations) shall be true and correct in all material respects on and as of the Commitment Increase Date with the same force and effect 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); (iii) no notice of borrowing of Syndicated Loans shall be outstanding on and as of such Commitment Increase Date; (iv) such increase in the aggregate amount of the Commitments does not cause any Lender to hold a Commitment in an amount exceeding 25% of the aggregate amount of the Commitments as so increased; (v) immediately after giving effect to such increase, the aggregate amount of Commitments available for borrowing by COFC shall not exceed 66- 2/3% of the aggregate amount of the Commitments as so increased; and (vi) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) each of (x) resolutions a certificate of the Board of Directors corporate secretary or assistant secretary of the Borrower approving or consenting Borrowers as to the taking of any corporate action necessary in connection with such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability an opinion or opinions of counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such increase. Each notice requesting an increase in the aggregate amount of the Borrower Commitments pursuant to this Section 2.10 shall constitute a certification to the effect set forth in clauses (i) and (zii) such other documents, agreements and opinions reasonably requested by such of the preceding sentence. (d) No Lender shall at any time be required to agree to a request of a Borrower to increase its Commitment or the Administrative Agentobligations hereunder.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred this Agreement, on and is continuingfrom the Effective Date, with the prior written consent of Borrowers may, by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower Borrowers may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,00050,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than the Accordion Amount. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the approval of each Issuing Lender and the Swingline Lender (such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase shall be at such ▇▇▇▇▇▇’s sole discretion and shall be made in writing. At the time of sending such notice with respect The Borrowers may, at their own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to any Lender, the Borrower (in consultation with the Administrative Agent, the (c) As a condition precedent to the Optional Increase, the Loan Parties shall specify the time period within which such Lenders and deliver to the Administrative Agent a certificate of the Loan Parties dated the effective date of the Optional Increase, signed by Authorized Officers of each Loan Party, certifying that: (i) the resolutions adopted by each Loan Party approving or consenting to such Optional Increase are requested to respond attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Borrower’s request Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (B) that no event be less than ten (10) Business Days Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such transaction or impose, in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of delivery any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the applicable Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19. (e) In connection with any increase in the aggregate amount of the Commitments pursuant to this Section 2.19, the respective Sublimits of each Borrower shall be increased by an equal aggregate amount as the Borrowers may direct by notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, subject to the increase to limitations set forth in Section 2.08(f); provided that a Borrower’s Sublimit shall at no time exceed such LenderBorrower’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative AgentMaximum Sublimit.

Increases in Commitments. So long The Total Committed Line Portions may be increased at any time prior to the Expiration Date when the Total Committed Percentage is less than 100%; provided that (i) each Issuing Bank and Swing Line Bank approves each such increase (with respect to both Existing Banks and New Banks) and (ii) the following conditions are satisfied: (a) Not more than forty-five (45) days and not less than thirty (30) days prior to the proposed effective date of such increase in the Total Committed Line Portions (or such shorter period as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of may be agreed among the Administrative Agent and the LC Bank and upon prior notice to the LendersBorrower), the Borrower may from time makes a written request for such increase to time the Administrative Agent, who shall forward a copy of any such request an to each Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase (the “Requested TCL Increase Effective Date”), (ii) specify the amount of such requested increase in the Commitment with respect Total Committed Line Portions (the “Requested TCL Increase Amount”), each such requested increase amount to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of not less than $10,000,000. At 15,000,000, and (iii) constitute an invitation to each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the time obligations of sending such notice Defaulting Bank under this Agreement, with respect to any LenderNon-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the Requested TCL Increase Amount. (b) Each Bank, acting it its sole discretion exercised in good faith and with no obligation to increase its Committed Line Portion pursuant to Section 2.14(a), shall by notice to the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested advise the Borrower and Administrative Agent whether or not such Bank agrees to respond accept all or any portion of such Requested TCL Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank shall be deemed to have rejected the Borrower’s request (which shall for an increase in no event be less than ten (10) Business Days from the date of delivery Requested TCL Increase Amount in full. Promptly following the conclusion of such notice to the Administrative Agent). Each Lender being asked to increase its Commitmentfifteen (15)-day period, the LC Bank and the Administrative Agent shall notify the Borrower within of the applicable time period whether or not such Person agrees, in its respective sole discretion, results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount. (c) With respect to such Lender’s Commitment. Any such Person not responding within such time period any Requested TCL Increase Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be deemed less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Administrative Agent (subject to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent approval of the Lender then being asked Collateral Agent and the Required Banks) may offer to any Eligible Assignee(s) or other Person(s) as may be agreed by the Borrower and the Administrative Agent (each a “New Bank”) the opportunity to accept all or a portion of such Unsubscribed Increase Amount. The effectiveness of all such increases in Total Committed Line Portions are subject to the satisfaction of the following conditions: (1) each Bank that so elects to increase its Commitment (or an additional Lender)Committed Line Portion, each New Bank, the Administrative Agent and the LC Bank Borrower shall have executed and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.21; (2) the Total Committed Line Portions after giving effect to such increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 5.01(f); and (6) delivery to the Administrative Agent, if requested, of a legal opinion in respect of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent. (d) Upon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall be required in order amended to approve incorporate the Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any such request. If the Commitment further action or consent of any Lender is increased party; and (ii) the Administrative Agent shall cause a copy of such revised Schedule 2.01 to be available to the Banks. (e) Subject to the terms and conditions hereof, with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date (each such Bank an “Existing Bank”) severally agrees, as of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell a portion of its Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a new Person is added portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as Lenderrequested by the Borrower as of such date; and (ii) each Existing Bank that has increased its Committed Line Portion in accordance with this clause Section 2.14(b) and each New Bank as of such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, after giving effect to all such sales, purchases, and new Loans and L/C Obligations contemplated in clauses (hi) and (ii) above, the Committed Percentage of each Bank shall equal such Bank’s Effective Amount Percentage. (f) The Borrower will not pay any New Bank (or any Affiliate thereof), in connection with such New Bank becoming a Bank hereunder, any fees or other compensation higher than that paid to the Administrative Agent, such Lender, the LC Bank and Existing Banks for equivalent financial services rendered under this Agreement unless the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that notifies the Administrative Agent prior to providing such higher fees or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting other compensation to such Commitment increase New Bank and authorizing provides equivalent fees or other compensation to the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of Existing Banks at the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or same time that the Administrative AgentNew Bank receives them.

Increases in Commitments. So long as no Event During the period from the first ------------------------ anniversary of Default or Unmatured Event the Effective Date to the Termination Date at the request of Default has occurred the Borrowers and is continuingupon notification to the Agent, any Lender may increase the amount of its Commitment by executing an addendum hereto with the prior written consent of the Administrative Agent Obligors and the LC Bank Agent, substantially in the form of Exhibit H, whereupon such Lender shall be bound by and upon prior notice entitled to the Lenders, the Borrower may from time to time request an increase in the Commitment benefits of this Agreement with respect to one or more Lenders or cause additional Persons the full amount of its Commitment as so increased, provided that, after giving effect to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that -------- any such increase in such Lenders’ increase, (i) the aggregate Commitments and the Commitments of all such additional Lenders may shall not exceed $100,000,000 in 1,000,000,000 and (ii) no Lender shall have a Commitment which equals or exceeds 25% of the aggregate during Commitments. Effective as of the life date on which any such Lender increases its Commitment pursuant to the provisions of this Agreement; providedSection 2.14, that each request for an increase and addition the aggregate Commitments shall be in a minimum increased by the amount of $10,000,000such Lender's additional Commitment. At If on the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within date upon which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing increases its Commitment pursuant to this Section 2.01(h) may request any 2.14 there is an unpaid principal amount of (x) resolutions Syndicated Loans under Section 2.01, each Borrower to whom Syndicated Loans are outstanding shall borrow from such Lender through the Agent, subject to Section 6, an amount determined by multiplying the amount of the Board increase in such Lender's Commitment by a fraction, the numerator of Directors which shall be the then unpaid principal amount of the Borrower approving or consenting Syndicated Loans outstanding under Section 2.01 and the denominator of which shall be the aggregate Commitments of the Lenders other than the amount of the additional Commitment of such Lender. Notwithstanding anything herein to the contrary, if there are Eurodollar Loans outstanding to any Borrower, such Lender may increase its Commitment and make Eurodollar Loans to such Borrower having Interest Periods corresponding to the then unexpired portions of the respective Interest Periods of such Eurodollar Loans and bearing interest at a rate equal to the respective interest rates then applicable to such Eurodollar Loans. The Agent shall advise the Lenders of such increase in the Commitment increase of a Lender and authorizing of the execution, delivery and performance amount of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) borrowing from it hereunder made simultaneously upon such other documents, agreements and opinions reasonably requested by such Lender or the Administrative Agentincrease.

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the Lenders, the Borrower may from time to time request an increase in the Commitment with respect to one or more Committed Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Committed Lenders’ Commitments and the Commitments of all such additional Committed Lenders may not exceed $100,000,000 70,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,0005,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Committed Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Committed Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Committed Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Committed Lender is increased (or a new Person is added as Committed Lender) in accordance with this clause (hg), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Committed Lender increasing its Commitment pursuant to this Section 2.01(h2.02(g) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative Agent.

Increases in Commitments. So long as (i) If no Event of Default or Unmatured Event of Default has occurred and is continuing, with the any Borrower may, at any time prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the LendersRevolving Termination Date, the Borrower may from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreementaggregate Commitments, as lenders, at any time following the Closing Date and prior by giving written notice to the Termination DateAgent and each Bank (each such notice an "Increase Request"). Concurrently with delivering an Increase Request, such Borrower may seek additional commitments from other financial institutions ("New Bank(s)"). An Increase Request may request an increase in the aggregate Commitments of at least $5,000,000 but not more than $50,000,000; provided, that in no event shall the aggregate Commitments of the Banks (including New Banks) hereunder exceed $200,000,000 at any time. Each Bank may, in its sole and absolute discretion, commit to increase its Commitment by all or a part of the increase requested in the Increase Request by delivering to such increase in such Lenders’ Commitments Borrower and the Commitments Agent a commitment valid for a period of all 30 days ("Commitment Increase Notice") to such additional Lenders may effect, which Commitment Increase Notice shall refer to this Section 2.5(b)(i) and which shall be given no later than 10 Business Days after the date of the Increase Request (the period between the date of the Increase Request and the 10 Business Day deadline for response being referred to as the "Consent Period"). The existing Commitment of any Bank shall not exceed $100,000,000 be increased in the aggregate connection with an Increase Request if such Bank (x) by notice ("Decline Notice") declines to increase its Commitment during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lender, the Borrower Consent Period or (in consultation with the Administrative Agenty) shall specify the time period within which such Lenders and the Administrative Agent are requested fails to respond to the Borrower’s request Borrower and the Agent within the Consent Period (which each such Bank giving a Decline Notice or failing to respond on or before the expiration of the Consent Period being called a "Declining Bank" and each other Bank being called an "Increasing Bank"). (ii) Upon expiry of the Consent Period (or sooner if all existing Banks and New Banks respond sooner), if the commitments of the Increasing Banks specified in their respective Commitment Increase Notices and the New Bank(s) in their commitment letters equal or exceed the Increase Request, the Agent shall in no event be less than ten (10) Business Days from the date of delivery of allocate such notice commitments up to the Administrative Agent). Each Lender being asked to increase its Commitment, amount specified in the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, Increase Request to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For Increasing Banks and New Bank(s) based on the avoidance ratio of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative Agent.each Increasing Bank's

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuingThe Borrower may, with the prior by written consent of the Administrative Agent and the LC Bank and upon prior notice to the LendersAdministrative Agent, executed by the Borrower and one or more financial institutions, which may from time include one or more existing Lenders (each such financial institution being called a "Prospective Lender"), cause Commitments to time request be extended by the Prospective Lenders (or cause the Commitments of the Prospective Lenders to be increased, as the case may be), in an amount for each Prospective Lender set forth in such notice, provided, however, that (a) each such extension or increase shall be effected ratably with a corresponding extension or increase in the Commitment with respect Commitments (as defined in the 364-Day Credit Agreement), (b) immediately after giving effect to one each such extension or more Lenders or cause additional Persons to become parties to this Agreementincrease, as lenders, at any time following the Closing Date and prior to sum of the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments aggregate amount of all such additional Lenders may not extensions and increases plus the aggregate amount of all corresponding extensions and increases under the 364-Day Credit Agreement shall in no event exceed $100,000,000 in the aggregate during the life of this Agreement; provided50,000,000, that (c) each request for an such extension or increase and addition shall be in a minimum an aggregate amount that is an integral multiple of $5,000,000 and not less than $10,000,000. At , (d) the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which Commitments shall in no event be less extended or increased under this Section on more than ten four (104) Business Days from occasions, (e) each Prospective Lender, if not already a Lender hereunder, shall be subject to the date approval of delivery of such notice the Administrative Agent (which approval shall not be unreasonably withheld) and (f) each Prospective Lender, if not already a Lender hereunder, shall become a party to this Agreement by completing and delivering to the Administrative Agent)Agent a duly executed Accession Agreement. Each New Commitments and increases in Commitments pursuant to this Section shall become effective (i) in the case of a Prospective Lender being asked to increase its Commitmentnot already party hereto, on the LC Bank and the Administrative Agent shall notify the Borrower within effective date of the applicable time period whether or Accession Agreement and (ii) in the case of a Prospective Lender already party hereto, on the date specified in the notice delivered pursuant to this Section. Upon the effectiveness of any Accession Agreement to which any Prospective Lender not already a party hereto becomes a Lender, (A) such Person agreesProspective Lender shall thereafter be deemed to be a party to this Agreement and shall be entitled to all rights, in its respective sole discretion, benefits and privileges accorded a Lender hereunder and subject to the increase to such Lender’s Commitment. Any such Person not responding within such time period all obligations of a Lender hereunder and (B) Schedule 2.1 shall be deemed to have declined been amended to consent reflect the Commitment of the additional Lender as provided in such Accession Agreement. Upon the effectiveness of any extension or increase under this Section in the Commitment of a Lender already a party hereunder, Schedule 2.1 shall be deemed to an have been amended to reflect the extended or increased Commitment of such Lender. Notwithstanding the foregoing, no extension or increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment total Commitments (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) shall become effective under this Section unless the Administrative Agent shall have received a certificate dated the date of such increase and duly executed by a Financial Officer stating that the conditions set forth in paragraphs (a), (b) and (c) of Section 4.2 have been satisfied as of the date of such extension or increase (with all references in such paragraphs to a Borrowing being deemed to be references to such extension or increase). If Revolving Loans would be outstanding immediately after giving effect to any extension or increase of a Commitment under this Section, then simultaneously with such extension or increase, (1) each applicable Prospective Lender and each other Lender shall be deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which each such other Lender shall have assigned to each such Prospective Lender a portion of its Revolving Loans necessary to reflect proportionately the Commitments as adjusted in accordance with this clause Section and (h)2) in connection with such assignment, each such Prospective Lender shall pay to the Administrative Agent, such Lender, for the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions account of the Board other Lenders, such amount as shall be necessary to appropriately reflect the assignment to it of Directors of the Borrower approving or consenting to Revolving Loans, and in connection with such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) master assignment each such other documents, agreements and opinions reasonably requested by Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Lender or the Administrative AgentEurodollar Borrowings for purposes of Section 2.15.

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the Lenders(a) At any time, the Borrower may from time by written notice to time the Administrative Agent request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase increases in such Lenders’ Commitments and the Commitments of (a “Revolving Credit Increase”); provided that (i) the aggregate principal amount for all such additional Lenders may Revolving Credit Increases shall not exceed $100,000,000 in 100,000,000, (ii) the aggregate principal amount for each Revolving Credit Increase shall not be less than $20,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (i), and (iii) the Borrower shall be permitted to request no more than three (3) Revolving Credit Increases during the life term of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending Each such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within date (each, an “Increase Effective Date”) on which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (Borrower proposes that any Revolving Credit Increase shall be effective, which shall in no event be a date not less than ten (10) Business Days (or such shorter period agreed to by the Administrative Agent) after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any other Person reasonably satisfactory to the Administrative Agent (to be added as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent), to provide a Revolving Credit Increase. Any proposed Lender offered or approached to provide all or a portion of any Revolving Credit Increase may elect or decline, in its sole discretion, to provide such Revolving Credit Increase. (b) Each Revolving Credit Increase shall become effective on the applicable Increase Effective Date; provided that: (i) no Default or Event of Default shall exist on such Increase Effective Date before or after giving effect to such Revolving Credit Increase; (ii) the Administrative Agent and the Lenders shall have received from the date of delivery of such notice Borrower a Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenant set forth in Section 8.1 based on the financial statements most recently delivered pursuant to Section 7.3(a) or 7.3(b). Each Lender , as applicable, both before and after giving effect (on a pro forma basis) to (A) such Revolving Credit Increase (with any Revolving Credit Increase being asked deemed to increase be fully funded) and (B) any transaction permitted hereunder consummated in connection therewith; and (iii) each of the representations and warranties contained in Article VI shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects, on such Increase Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its Commitmentterms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date). (c) On the applicable Increase Effective Date, the LC Bank outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent shall notify among the Lenders (including any new Lenders) in accordance with their revised Commitment Percentages and the Lenders (including any new Lenders) agree to make all payments and 126047641_6 adjustments necessary to effect such reallocation and the Borrower within shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment. (d) Each Revolving Credit Increase shall be on the same terms and conditions, including maturity, Applicable Margin and commitment fees, applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase Revolving Credit Facility; provided that any upfront fees payable by the Borrower to such Lender’s Commitment. Any such Person not responding within such time period the Lenders under any Revolving Credit Increase may differ from those payable under the then existing Commitments. (e) Each Revolving Credit Increase shall be deemed to have declined to consent effected pursuant to an increase in such Lender’s Commitment. For amendment to this Agreement executed and delivered by the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender)Borrower, the Administrative Agent and the LC Bank shall be required in order to approve any such request. If applicable increasing Lenders (which may, without the Commitment consent of any Lender is increased (other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or a new Person is added as Lender) appropriate, in accordance with this clause (h), the opinion of the Administrative Agent, such Lender, to effect the LC Bank and the provisions of this Section 2.7). (f) The Borrower shall determine deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the effective date with respect to board of directors (or equivalent governing body) of each Loan Party authorizing such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(hRevolving Credit Increase) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by Administrative Agent in connection with any such Lender or the Administrative Agenttransaction.

Increases in Commitments. (i) So long as no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, with the prior written consent of upon notice to the Administrative Agent and the LC Bank and upon prior notice to the Lenderseach Purchaser, the Borrower Seller may from request on a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Dateexceed $50,000,000; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lenderthe Purchasers, the Borrower Seller (in consultation with the Administrative AgentAgent and the Purchasers) shall specify (a) the aggregate amount of such increase and (b) the time period within which such Lenders Purchasers and the Administrative Agent are requested to respond to the BorrowerSeller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative AgentAgent and the Purchasers). Each Lender being asked to increase its Commitment, of the LC Bank Purchasers and the Administrative Agent shall notify the Borrower Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the make such ratable increase in such Purchaser’s Commitment or otherwise agrees to such Lender’s any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such LenderPurchaser’s Commitment. For In the avoidance event that one or more Purchasers fails to consent to all or any portion of doubtany such request for an increase in its Commitment, only the consent Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the Lender then being asked requested increases in Commitments be allocated to increase its Commitment (one or an additional Lender)more willing Purchasers as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. (ii) So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing and so long as the LC Bank Facility Limit at such time has not previously been reduced pursuant to Section 2.02(e), in lieu of requesting that the Purchasers ratably increase their respective Commitments pursuant to Section 2.02(g)(i) above, the Seller may, on a one-time basis, at its option select one or more banks, financial institutions or other entities (each such new party, an “Augmenting Purchaser”) to provide additional Commitments in an aggregate amount not to exceed $50,000,000 (and in an aggregate minimum amount of $10,000,000); provided, that each Augmenting Purchaser shall be required subject to the reasonable approval of the Administrative Agent, and provided further that each Augmenting Purchaser executes documentation in order form and content satisfactory to approve any such request. the Administrative Agent to become a “Purchaser” under this Agreement. (iii) If the Commitment of any Lender Purchaser is increased (or if any Augmenting Purchaser provides a new Person is added as Lender) Commitment in accordance with this clause (hg), the Administrative Agent, such Lenderthe Purchasers (including any Augmenting Purchaser), the LC Bank Seller and the Borrower Master Servicer shall (i) determine the effective date with respect to such increase increased or new Commitment and shall enter into such documents as agreed to by such parties to document such increaseincreased or new Commitment; it being understood and agreed that the Administrative Agent or any Lender Purchaser increasing its Commitment or providing a new Commitment pursuant to this Section 2.01(hclause (g) may request any of (x) resolutions of the Board of Directors of the Borrower Seller approving or consenting to such new or increased Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower Seller and (z) such other documents, agreements and opinions reasonably requested by such Lender 758444419 21691544 33 Purchaser or the Administrative AgentAgent and (ii) if applicable, rebalance Capital among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasers.

Increases in Commitments. So long as no Event (a) The Company may by written notice to the Administrative Agent elect to request the establishment of Default one or Unmatured Event of Default has occurred and is continuingmore new term loans (the “Incremental Term Loans”) or an increase in the Revolving Loan Commitment Amount (the “Incremental Revolving Commitments” and, together with the prior written consent Incremental Term Loans, the “Incremental Commitments”) from existing Lenders (each of which shall be (A) an Eligible Assignee, (B) subject to the approval of the Administrative Agent (not to be unreasonably withheld or delayed) and (C) entitled to elect or decline, in its sole discretion, to provide such Incremental Commitments) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith, in an aggregate amount for all such Incremental Commitments not in excess of $200,000,000. Each such notice shall specify (i) the LC Bank amount of the Incremental Term Loan or Incremental Revolving Commitment being requested (which shall be in minimum increments of $1,000,000 and upon prior notice a minimum amount of $25,000,000 or such lesser amount equal to the Lendersremaining amount of Incremental Revolving Commitments) and (ii) the date (each, an “Increased Amount Date”) on which the Borrower may from time Company proposes that the Incremental Commitments shall be effective (which shall not be less than 10 Business Days (or such shorter period as agreed to time request an increase in by the Commitment with respect to one or more Lenders or cause additional Persons to Administrative Agent). (b) Such Incremental Commitments shall become parties to this Agreement, effective as lenders, at any time following the Closing Date and prior to the Termination of such Increased Amount Date; provided, that any (i) no Default or Event of Default shall exist on such increase in Increased Amount Date before or after giving effect to such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this AgreementIncremental Commitments; provided, that if the proceeds thereof are being used to finance a Limited Condition Acquisition, then the condition set forth in this clause (i) shall only be required to be satisfied as of the LCA Test Date; (ii) as of the Increased Amount Date (A) the Total Net Debt Leverage Ratio under Section 7.2.4(a) at such time (provided that the proceeds of such Incremental Commitments shall not be netted against Total Funded Indebtedness for purposes of the calculation relating to such incurrence) and (B) the Interest Coverage Ratio under Section 7.2.4(b) at such time, in each request for an increase and addition case, shall be in satisfied on a minimum pro forma basis on the date of incurrence as of the last day of the most recently ended Reference Period, assuming the entire amount of $10,000,000. At Incremental Commitments is fully funded on such Increased Amount Date and after giving effect to any acquisitions or dispositions after the time beginning of sending the relevant determination period but prior to or simultaneous with the effectiveness of such notice Incremental Commitments; (iii) any such Incremental Commitments or Incremental Term Loans shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans; (iv) the All-in Yield relating to the Incremental Term Loans shall be determined by the Company and the applicable Incremental Lenders; provided, that if the All-In Yield exceeds the spread with respect to any Lenderthen-existing Term Loans by more than 0.50%, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond Applicable Margin relating to the Borrower’s request existing Term Loans shall be adjusted so that the All-In Yield relating to such Incremental Term Loans does not exceed the interest rate (which shall in no event be less than ten (10including the Applicable Margin) Business Days from payable pursuant to the terms of the Credit Agreement as amended through the date of delivery of such notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date calculation with respect to such increase and shall enter into Term Loans (other than Incremental Commitments to the extent the terms governing such documents as agreed to Incremental Commitments do not so provide) by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative Agent.more than 0.50%;

Increases in Commitments. So long as no Event (a) The Borrowers, acting jointly, shall have the right at any time to increase the Total Commitment to an amount not to exceed $3,000,000,000 by causing one or more banks or other financial institutions, which may include any Lender already party to this Agreement, to become a "Lender" party to this Agreement or (in the case of Default any Lender already party to this Agreement) to increase the amount of such Lender's Commitment; provided that (i) the addition of any bank or Unmatured Event of Default has occurred and other financial institution to this Agreement that is continuing, with not already a Lender shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and the LC Bank and upon prior notice to the Lenders, the Borrower may from time to time request an increase in (ii) the Commitment with respect to one of any bank or more Lenders or cause additional Persons to become parties other financial institution becoming a "Lender" party to this Agreement, as lenders, at and any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased already party to this Agreement, shall be in an amount equal to an integral multiple of $1,000,000 and not less than $10,000,000. (or a new Person is added as Lenderb) Any increase in accordance with this clause (h), the Administrative Agent, such Lender, Total Commitment pursuant to Section 2.12(a) shall be effective only upon the LC Bank execution and delivery to the Borrower shall determine the effective date with respect to such increase Borrowers and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent of a commitment increase letter in substantially the form of Exhibit D hereto (a " Commitment Increase Letter "), which Commitment Increase Letter shall be delivered to the Administrative Agent not less than five Business Days prior to the Commitment Increase Date and shall specify (i) the amount of the Commitment of any bank or other financial institution becoming a "Lender" party to this Agreement or of any increase in the amount of the Commitment of any Lender increasing its already party to this Agreement, (ii) the date such increase is to become effective (the " Commitment Increase Date ") and (iii) the amount, subject to Section 2.12(c)(v), by which the Borrowers propose to increase the Parent Borrowing Limit. (c) Any increase in the Total Commitment pursuant to this Section 2.01(h2.12 shall not be effective unless: (i) may request no Default shall have occurred and be continuing on the Commitment Increase Date; (ii) each of the representations and warranties made by the Borrowers in Article III shall be true and correct in all material respects on and as of the Commitment Increase Date with the same force and effect 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); (iii) no notice of a Revolving Credit Borrowing affected by such increase in the Total Commitment shall have been given, in each case, on and as of such Commitment Increase Date; (iv) such increase in the Total Commitment does not cause any Lender to hold a Commitment in an aggregate amount exceeding 20% of the Total Commitment; (v) immediately after giving effect to such increase, the Parent Borrowing Limit shall have been increased by no more than its proportionate amount; and (vi) the Administrative Agent shall have received each of (xA) resolutions a certificate of the Board corporate secretary or assistant secretary of Directors each of the Borrower approving Borrowers as to the taking of any corporate action necessary in connection with such increase and evidence of incumbency, including specimen signatures, of officers and (B) if requested by the Administrative Agent or consenting the Required Lenders, an opinion or opinions of counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such Commitment increase and authorizing such other matters relating thereto as the execution, delivery Administrative Agent and performance of any amendment its counsel may reasonably request. Each notice requesting an increase in the Total Commitment pursuant to this Agreement, Section 2.12 shall constitute a certification to the effect set forth in clauses (yi) a corporate and enforceability opinion of counsel (ii) of the Borrower and preceding sentence. (zd) such other documents, agreements and opinions reasonably requested by such No Lender shall at any time be required to agree to a request of the Borrowers to increase its Commitment or the Administrative Agentobligations hereunder.

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the Lenders(a) At any time, the Borrower may from time by written notice to time the Administrative Agent request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase increases in such Lenders’ Commitments and the Commitments of (a “Revolving Credit Increase”); provided that (i) the aggregate principal amount for all such additional Lenders may Revolving Credit Increases shall not exceed $100,000,000 in 100,000,000, (ii) the aggregate principal amount for each Revolving Credit Increase shall not be less than $20,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (i), and (iii) the Borrower shall be permitted to request no more than three (3) Revolving Credit Increases during the life term of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending Each such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within date (each, an “Increase Effective Date”) on which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (Borrower proposes that any Revolving Credit Increase shall be effective, which shall in no event be a date not less than ten (10) Business Days (or such shorter period agreed to by the Administrative Agent) after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any other Person reasonably satisfactory to the Administrative Agent (to be added as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent), to provide a Revolving Credit Increase. Any proposed Lender offered or approached to provide all or a portion of any Revolving Credit Increase may elect or decline, in its sole discretion, to provide such Revolving Credit Increase. (b) Each Revolving Credit Increase shall become effective on the applicable Increase Effective Date; provided that: (i) no Default or Event of Default shall exist on such Increase Effective Date before or after giving effect to such Revolving Credit Increase; (ii) the Administrative Agent and the Lenders shall have received from the date of delivery of such notice Borrower a Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenant set forth in Section 8.1 based on the financial statements most recently delivered pursuant to Section 7.3(a) or 7.3(b). Each Lender , as applicable, both before and after giving effect (on a pro forma basis) to (A) such Revolving Credit Increase (with any Revolving Credit Increase being asked deemed to increase be fully funded) and (B) any transaction permitted hereunder consummated in connection therewith; and (iii) each of the representations and warranties contained in Article VI shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects, on such Increase Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its Commitmentterms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date). (c) On the applicable Increase Effective Date, the LC Bank outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent shall notify among the Lenders (including any new Lenders) in accordance with their revised Commitment Percentages and the Lenders (including any new Lenders) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower within shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment. (d) Each Revolving Credit Increase shall be on the same terms and conditions, including maturity, Applicable Margin and commitment fees, applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase Revolving Credit Facility; provided that any upfront fees payable by the Borrower to such Lender’s Commitment. Any such Person not responding within such time period the Lenders under any Revolving Credit Increase may differ from those payable under the then existing Commitments. (e) Each Revolving Credit Increase shall be deemed to have declined to consent effected pursuant to an increase in such Lender’s Commitment. For amendment to this Agreement executed and delivered by the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender)Borrower, the Administrative Agent and the LC Bank shall be required in order to approve any such request. If applicable increasing Lenders (which may, without the Commitment consent of any Lender is increased (other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or a new Person is added as Lender) appropriate, in accordance with this clause (h), the opinion of the Administrative Agent, such Lender, to effect the LC Bank and the provisions of this Section 2.7). (f) The Borrower shall determine deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the effective date with respect to board of directors (or equivalent governing body) of each Loan Party authorizing such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(hRevolving Credit Increase) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by Administrative Agent in connection with any such Lender or the Administrative Agenttransaction.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred this Agreement, on and is continuingfrom the Effective Date, with the prior written consent of Borrower may by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,000. At 50,000,000 and (iii) the time aggregate amount of sending such notice with respect all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to the Borrowercommit to an Optional Increase shall be at such ▇▇▇▇▇▇’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Swingline Lender and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s CommitmentIssuing Lenders. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order Borrower. (c) As a condition precedent to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h)Optional Increase, the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine deliver to the Administrative Agent a certificate of the Borrower dated the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board Optional Increase, signed by a Responsible Officer of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Borrower effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC, VSCC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested by such Lender or in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the Lenders, the Borrower may from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000; and provided, further, that the Borrower shall not have the right to request increases exceeding $25,000,000 in the aggregate during the life of this Agreement unless and until the Borrower and Volt have obtained applicable board authorization therefor. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative Agent.

Increases in Commitments. So long as no Event (a) The Borrowers, acting jointly, shall have the right at any time to increase the aggregate amount of Default the Commitments hereunder to an amount not to exceed $1,500,000,000 by causing one or Unmatured Event more banks or other financial institutions, which may include any Lender already party to this Agreement, to become a “Lender” party to this Agreement or (in the case of Default has occurred and any Lender already party to this Agreement) to increase the amount of such Lender’s Commitment; provided that (i) the addition of any bank or other financial institution to this Agreement that is continuing, with not already a Lender shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and the LC Bank and upon prior notice to the Lenders, the Borrower may from time to time request an increase in (ii) the Commitment with respect to one of any bank or more Lenders or cause additional Persons to become parties other financial institution becoming a “Lender” party to this Agreement, as lenders, at and any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased already party to this Agreement, shall be in an amount equal to an integral multiple of $1,000,000 and not less than $10,000,000. (or a new Person is added as Lenderb) Any increase in accordance with this clause (h), the Administrative Agent, such Lender, aggregate amount of the LC Bank Commitments pursuant to Section 2.10(a) hereof shall be effective only upon the execution and delivery to the Borrower shall determine the effective date with respect to such increase Borrowers and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent of a commitment increase letter in substantially the form of Exhibit I hereto (a “Commitment Increase Letter”), which Commitment Increase Letter shall be delivered to the Administrative Agent not less than five Business Days prior to the Commitment Increase Date and shall specify (i) the amount of the Commitment of any bank or other financial institution becoming a “Lender” party to this Agreement or of any increase in the amount of the Commitment of any Lender increasing its already party to this Agreement and (ii) the date such increase is to become effective (the “Commitment Increase Date”). (c) Any increase in the aggregate amount of the Commitments pursuant to this Section 2.01(h2.10 shall not be effective unless: (i) may request no Default shall have occurred and be continuing on the Commitment Increase Date; (ii) each of the representations and warranties made by the Borrowers in Section 7 hereof (other than the Excluded Representations) shall be true and correct in all material respects on and as of the Commitment Increase Date with the same force and effect 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); (iii) no notice of borrowing of Syndicated Loans affected by such increase in the aggregate amount of the Commitments shall have been given, in each case, on and as of such Commitment Increase Date; (iv) such increase in the aggregate amount of the Commitments does not cause any Lender to hold a Commitment in an amount exceeding 25% of the aggregate amount of the Commitments; (v) immediately after giving effect to such increase, the aggregate amount of Commitments available for borrowing by COFC shall not exceed 25% of the aggregate amount of Commitments; and (vi) the Administrative Agent shall have received (with sufficient copies for each of the Lenders) each of (x) resolutions a certificate of the Board of Directors corporate secretary or assistant secretary of the Borrower approving or consenting Borrowers as to the taking of any corporate action necessary in connection with such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability an opinion or opinions of counsel to the Borrowers as to their corporate power and authority to borrow hereunder after giving effect to such increase. Each notice requesting an increase in the aggregate amount of the Borrower Commitments pursuant to this Section 2.10 shall constitute a certification to the effect set forth in clauses (i) and (zii) such other documents, agreements and opinions reasonably requested by such of the preceding sentence. (d) No Lender shall at any time be required to agree to a request of a Borrower to increase its Commitment or the Administrative Agentobligations hereunder.

Increases in Commitments. So long as no Event During the period from the first anniversary of Default or Unmatured Event the Effective Date to the Termination Date at the request of Default has occurred the Borrowers and is continuingupon notification to the Agent, any Lender may increase the amount of its Commitment by executing an addendum hereto with the prior written consent of the Administrative Agent Obligors and the LC Bank Agent, substantially in the form of Exhibit H, whereupon such Lender shall be bound by and upon prior notice entitled to the Lenders, the Borrower may from time to time request an increase in the Commitment benefits of this Agreement with respect to one or more Lenders or cause additional Persons the full amount of its Commitment as so increased, provided that, after giving effect to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ increase, (i) the aggregate Commitments and the Commitments of all such additional Lenders may shall not exceed $100,000,000 in 1,000,000,000 and (ii) no Lender shall have a Commitment which equals or exceeds 25% of the aggregate during Commitments. Effective as of the life date on which any such Lender increases its Commitment pursuant to the provisions of this Agreement; providedSection 2.14, that each request for an increase and addition the aggregate Commitments shall be in a minimum increased by the amount of $10,000,000such Lender's additional Commitment. At If on the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within date upon which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing increases its Commitment pursuant to this Section 2.01(h) may request any 2.14 there is an unpaid principal amount of (x) resolutions Syndicated Loans under Section 2.01, each Borrower to whom Syndicated Loans are outstanding shall borrow from such Lender through the Agent, subject to Section 6, an amount determined by multiplying the amount of the Board increase in such Lender's Commitment by a fraction, the numerator of Directors which shall be the then unpaid principal amount of the Borrower approving or consenting Syndicated Loans outstanding under Section 2.01 and the denominator of which shall be the aggregate Commitments of the Lenders other than the amount of the additional Commitment of such Lender. Notwithstanding anything herein to the contrary, if there are Eurodollar Loans outstanding to any Borrower, such Lender may increase its Commitment and make Eurodollar Loans to such Borrower having Interest Periods corresponding to the then unexpired portions of the respective Interest Periods of such Eurodollar Loans and bearing interest at a rate equal to the respective interest rates then applicable to such Eurodollar Loans. The Agent shall advise the Lenders of such increase in the Commitment increase of a Lender and authorizing of the execution, delivery and performance amount of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) borrowing from it hereunder made simultaneously upon such other documents, agreements and opinions reasonably requested by such Lender or the Administrative Agentincrease.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred this Agreement, on and is continuingfrom the Effective Date, with the prior written consent of Borrower may by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,000. At 50,000,000 and (iii) the time aggregate amount of sending such notice with respect all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to the Borrowercommit to an Optional Increase shall be at such ▇▇▇▇▇▇’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Swingline Lender and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s CommitmentIssuing Lenders. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order Borrower. (c) As a condition precedent to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h)Optional Increase, the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine deliver to the Administrative Agent a certificate of the Borrower dated the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board Optional Increase, signed by a Responsible Officer of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Borrower effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested by such Lender or in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuingThe Commitments may be increased, with the prior written consent of the Administrative Agent Agent, the Collateral Agent, the Swing Line Lender, the Issuing Lenders, the Increasing Lenders, and the LC Bank Borrower, at any time and upon from time to time, prior notice to the LendersTermination Date in an aggregate principal amount of up to $55,000,000 as follows: (i) Not more than thirty (30) and not less than fifteen (15) days prior to the proposed effective date of such increase in Commitments, the Borrower may from time to time make a written request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any for such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) , who shall forward a copy of any such request to each of the Lenders. Each request by the Borrower pursuant to the immediately preceding sentence shall specify a proposed effective date of such increase (the time period within “Requested Increase Effective Date”), the aggregate amount of such requested increase in Commitments, which shall not be less than $10,000,000 (the “Increase Amount”), and shall constitute an invitation to each Lender to increase its Commitment by a ratable portion of such Lenders Increase Amount. (ii) Each Lender, acting it its sole discretion and with no obligation to increase its Commitment pursuant to this Section 4.1(b), shall by written notice to the Borrower and the Administrative Agent are requested advise the Borrower and the Administrative Agent whether or not such Lender agrees to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery all or any portion of such notice increase in Commitment. Any such Lender may, in its sole discretion, accept all of such ratable increase, a portion of such increase, or decline to accept any of such increase in Commitment. Promptly following the Administrative Agent). Each Lender being asked to increase its Commitmentreceipt of such acceptances or declinations, the LC Bank and the Administrative Agent shall notify the Borrower within of the applicable time period whether or not results of such Person agrees, in its respective sole discretion, request to the Lenders to so increase the Commitments by the Increase Amount. (iii) If the aggregate amount of the increases in Commitment which the Lenders have accepted in accordance with clause(ii) of this Section 4.1(b) shall be less than the Increase Amount, the Borrower and the Administrative Agent (subject to the approval of the Agents, the Swing Line Lender and the Issuing Lenders) may offer to such Lender’s Commitmentadditional Persons as may be agreed by the Borrower and the Administrative Agent (“New Lenders”) the opportunity to make available such amount of new Commitments as may be required so that the aggregate increases in Commitments by the existing Lenders and new Commitments by the New Lenders shall equal the Increase Amount. Any The effectiveness of all such Person not responding within such time period shall be deemed increases in Commitments are subject to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent satisfaction of the following conditions: (A) each Lender then being asked that so elects to increase its Commitment Commitments (or each an additional “Increasing Lender”), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as each New Lender) in accordance with this clause (h), the Administrative Agent, such each Issuing Lender, the LC Bank Swing Line Lender and the Borrower shall determine have executed and delivered an agreement, substantially in the effective date form of Exhibit E (an “Increase and New Lender Agreement”); (B) any fees and other amounts (including, without limitation, pursuant to Section 11.5) payable by the Borrower in connection with respect to such increase shall have been paid; (C) any other amounts then due hereunder shall have been paid and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h(D) may request any delivery of (x) resolutions a certificate of the Board of Directors a Responsible Officer of the Borrower approving as to the matters set forth in Section 6.2(b), Section 6.2(c), and Section 6.2(d). (iv) Upon the Requested Increase Effective Date, Schedule 1.0 of the Increase and New Lender Agreement, which shall reflect the Commitments and Commitment Percentages of the Lenders at such time, shall be deemed to supersede Schedule 1.0B hereto without any further action or consenting to such Commitment increase and authorizing the execution, delivery and performance consent of any amendment to this Agreement, party (y) a corporate and enforceability opinion of counsel other than in respect of the Borrower Swing Line Commitment). The Administrative Agent shall cause a copy of such revised Schedule 1.0B to be available to the Issuing Lenders and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative AgentLenders.

Increases in Commitments. So long as no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, with the prior written consent of upon notice to the Administrative Agent and the LC Bank and upon prior notice to the Lenderseach Group Agent, the Borrower Sellers may from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lendersCommitted Purchasers, at any time following the Closing Date and prior to the Termination Date; provided, that any such aggregate increase in such LendersCommitted Purchasers’ Commitments and the Commitments of to be an amount (for all such additional Lenders may requests or additions) not exceed exceeding $100,000,000 in the aggregate during the life of this Agreement50,000,000; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,00025,000,000. At the time of sending such notice with respect to any LenderCommitted Purchaser, the Borrower Sellers (in consultation with the Administrative AgentAgent and the Group Agent related to such Committed Purchaser) shall specify the time period within which such Lenders Committed Purchasers and the Administrative Agent are requested to respond to the Borrower’s Sellers’ request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative AgentAgent and the Group Agents). Each Lender In respect of any Committed Purchaser, each of such Committed Purchaser being asked to increase its Commitment, the LC Bank Commitment and the Administrative Agent shall notify the Borrower Sellers and the Servicers within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such LenderCommitted Purchaser’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such LenderCommitted Purchaser’s Commitment. For the avoidance of doubt, only the consent of the Lender Committed Purchaser then being asked to increase its Commitment (or an additional Lender), and the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender Committed Purchaser is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, the Group Agents for such LenderCommitted Purchasers, the LC Bank Sellers and the Borrower Servicers shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender Committed Purchaser increasing its Commitment pursuant to this Section 2.01(hclause (h) may request any of (x) resolutions of the Board board of Directors directors of the Borrower Sellers and the Servicers approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate corporate, enforceability and enforceability no-conflict opinion of counsel of the Borrower Sellers and the Servicers and (z) such other documents, agreements and opinions reasonably requested by such Lender Committed Purchaser or the Administrative Agent.

Increases in Commitments. So long as no Event (a) The Company on behalf of Default itself or Unmatured Event any one of Default has occurred and is continuingthe Tranche B-3 Borrowers, with may by written notice to the prior written consent Administrative Agent elect to request the establishment of one or more new term loans denominated in Dollars, an Alternate Currency or any other currency agreed to by the Company, the Administrative Agent and the LC Bank and upon prior notice to Lenders providing such new term loans (the Lenders, the Borrower may from time to time request “Incremental Term Loans”) or an increase in the Revolving Loan Commitment Amount (the “Incremental Revolving Commitments” and, together with respect the Incremental Term Loans, the “Incremental Commitments”) from existing Lenders (each of which shall be (A) an Eligible Assignee, (B) subject to one the approval of the Administrative Agent (not to be unreasonably withheld or more delayed) and (C) entitled to elect or decline, in its sole discretion, to provide such Incremental Commitments) and additional banks, financial institutions and other institutional lenders who will become Lenders in connection therewith, in an aggregate amount for all such Incremental Commitments not in excess of (i) $250,000,000 (or cause a principal amount equal to the Dollar Equivalent of $250,000,000) less the aggregate principal amount of Indebtedness incurred pursuant to clause (1) of Section 7.2.2(n) at or prior to such time plus (ii) additional Persons amounts so long as, on a pro forma basis on the date of incurrence, after giving effect to become parties the incurrence of any such Incremental Commitment (assuming the full amount of any such concurrently established Incremental Revolving Commitment is drawn) and after giving effect to this Agreementany pro forma adjustments for transactions consummated in connection therewith, as lendersthe Senior Secured Net Leverage Ratio does not exceed 3.00 to 1.00; provided that, to the extent any such Incremental Commitments are intended to be applied to finance a Limited Condition Acquisition, for the purposes of determining pro forma compliance with the Senior Secured Net Leverage Ratio the date of determination thereof shall, at any time following the Closing Date Company’s option, be the LCA Test Date, and if, after giving pro forma effect to the Limited Condition Acquisition and other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Reference Period ending prior to the Termination LCA Test Date, the Company could have taken such action on the relevant LCA Test Date in compliance with such Senior Secured Net Leverage Ratio, such Senior Secured Net Leverage Ratio shall be deemed to have been complied with. Each such notice shall specify (i) the amount of the Incremental Term Loan or Incremental Revolving Commitment being requested (which shall be in minimum increments of $1,000,000 (or a principal amount equal to the Dollar Equivalent of $1,000,000) and a minimum amount of $25,000,000 (or a principal amount equal to the Dollar Equivalent of $25,000,000) or such lesser amount equal to the remaining amount of Incremental Revolving Commitments) and (ii) the date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Commitments shall be effective (which shall not be less than 10 Business Days (or such shorter period as agreed to by the Administrative Agent). (b) Such Incremental Commitments shall become effective as of such Increased Amount Date; provided, that any (i) no Default or Event of Default shall exist on such increase in Increased Amount Date before or after giving effect to such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this AgreementIncremental Commitments; provided, that each request for if the proceeds thereof are being used to finance a Limited Condition Acquisition, then the condition set forth in this clause (i) shall only be required to be satisfied as of the LCA Test Date; (ii) any such Incremental Term Loans (A) may rank pari passu or junior in right or payment and/or with respect to security with the Obligations or may be unsecured (subject, if applicable, to an increase Acceptable Intercreditor Agreement), (B) if secured, may not be secured by any assets other than Collateral, (C) if guaranteed, may not be guaranteed by any Person who is not a Guarantor and addition (D) if secured on a second lien or junior lien basis to the Obligations or unsecured (any such Incremental Facility, “Incremental Equivalent Debt”), such Loans will be documented in a separate facility and not in this Agreement and will be subject to an Acceptable Intercreditor Agreement (if secured) and/or Acceptable Subordination Agreement, as applicable; (iii) any such Incremental Revolving Commitments shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans; (iv) the All-in Yield relating to the Incremental Term Loans shall be determined by the Company and the applicable Incremental Lenders; provided, that, prior to the date that is twelve (12) months after the ClosingFirst Amendment Effective Date, to the extent any Incremental Term Loans are pari passu in a minimum amount right of $10,000,000. At payment and security with the time Term Loans (including for the avoidance of sending such notice doubt, both U.S. DollarTranche B-1 Term Loans, Tranche B-2 Term Loans and EuroTranche B-3 Term Loans regardless of the currency of the Incremental Term Loans) entered into on the ClosingFirst Amendment Effective Date, if the All-In Yield exceeds the spread with respect to any Lenderthen-existing Term Loans (including for the avoidance of doubt, both U.S. DollarTranche B-1 Term Loans, Tranche B-2 Term Loans and EuroTranche B-3 Term Loans regardless of the currency of the Incremental Term Loans) by more than 0.50% per annum, the Borrower Applicable Margin relating to such existing Term Loans shall be adjusted so that the All-In Yield relating to such Incremental Term Loans does not exceed the interest rate (including the Applicable Margin) payable pursuant to the terms of the Credit Agreement as amended through the date of such calculation with respect to such Term Loans (other than Incremental Commitments to the extent the terms governing such Incremental Commitments do not so provide) by more than 0.50% per annum (for the avoidance of doubt, it is understood and agreed that the foregoing calculation shall be made, on any Increased Amount Date on which Incremental Term Loans denominated in consultation with both Dollars and Euros are established, by comparing (x) the Administrative Agentinitial yield on the Incremental Term Loans denominated in Dollars made on such Increased Amount Date to the Applicable Rate then in effect for the outstanding U.S. Dollar Term Loans denominated in Dollars made prior to such Increased Amount Date and (y) the initial yield on the Incremental Term Loans denominated in Euros made on such Increased Amount Date to the Applicable Rate then in effect for the outstanding Euro Term Loans denominated in Euros made prior to such Increased Amount Date); (v) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable incremental amendment or other definitive documentation therefor; (vi) in the case of any Incremental Term Loans, the maturity date thereof shall specify not be earlier than the time period within which applicable Stated Term Maturity Date and the weighted average life to maturity shall be equal to or greater than the weighted average life to maturity of Term Loans; (vii) the terms and provisions of additional Revolving Loans made under Incremental Revolving Commitments shall be identical to those of the existing Revolving Loan Commitments; (viii) except as otherwise required in clauses (iv) through (vii) above, the terms of any Incremental Term Loans shall be no more favorable (taken as a whole) to the lenders providing such Lenders Incremental Term Loans than the terms of the initial U.S. DollarTranche B-1 Term Loans or Euro, Tranche B-2 Term Loans and Tranche B-3 Term Loans, as applicable (except to the extent such terms are applicable after the applicable Stated Term Maturity Date); (ix) such Incremental Term Loans or Incremental Commitments shall be effected pursuant to one or more Incremental Assumption Agreements executed and delivered by the Company, the Administrative Agent and one or more Incremental Lenders; (x) the Company shall deliver or cause to be delivered any customary legal opinions, or other documents reasonably requested by Administrative Agent in connection with any such transaction; (xi) the conditions set forth in Section 5.2.1(a) shall be satisfied; provided, however, that if the proceeds thereof are requested being used to respond finance a Limited Condition Acquisition, then the condition set forth in this clause (xi) shall be limited to the Borrower’s request customary “SunGard” representations and warranties; and (which shall in no event be less than ten (10xii) Business Days from the date of delivery of such notice all fees and expenses owing to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Agent and the Administrative Agent Lenders in respect of such Incremental Commitments shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitmenthave been paid. Any Incremental Term Loans made on an Increased Amount Date that have terms and provisions that differ from those of the U.S. DollarTranche B-1 Term Loans or Euro, Tranche B-2 Term Loans, as applicable, and Tranche B-3 Term Loans outstanding on the date on which such Person not responding within such time period Incremental Term Loans are made shall be deemed to have declined to consent to an increase in such Lender’s Commitmentdesignated as a separate tranche (a “Tranche”) of Term Loans for all purposes of this Agreement, except as the relevant Incremental Assumption Agreement otherwise provides. For the avoidance of doubt, only the consent rate of interest and the amortization schedule (if applicable) of any Incremental Commitments shall be determined by the Company and the applicable Incremental Lenders and shall be set forth in the applicable Incremental Assumption Agreement. (c) On any Increased Amount Date on which any Incremental Commitment becomes effective, (i) each lender with an Incremental Commitment (each, an “Incremental Lender”) (other than with respect to Incremental Equivalent Debt) shall become a Lender hereunder with respect to such Incremental Commitment and (ii) the Incremental Lender shall be deemed to become a party to the CAM Agreement for all purposes thereof and be bound by the terms of the CAM Agreement as fully as if such Incremental Lender then being asked had executed and delivered the CAM Agreement as of the date thereof, whereupon such Incremental Lender will be bound by the terms thereof to the same extent as if it had executed and delivered the CAM Agreement as of the date thereof. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Commitments, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the increase its in the Revolving Loan Commitment (Amount or an additional Lender)the Term Loan Commitment Amount, and the Administrative Agent and the LC Bank Company may revise this Agreement to evidence such amendments. The Administrative Agent shall be required promptly notify each Lender as to the effectiveness of each increase in order to approve any such requestthe Revolving Loan Commitment Amount or the Term Loan Commitment Amount. If Each of the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed hereto hereby agrees that the Administrative Agent or may, in consultation with the Company, take any Lender increasing its Commitment and all action (including pursuant to amendments as specified in this Section 2.01(h2.11) as may request any be reasonably necessary to ensure that, upon the effectiveness of each increase in the Revolving Loan Commitment Amount (xi) resolutions all Borrowings and repayments thereunder shall be made on a pro rata basis and (ii) all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Revolving Lenders. (d) Each of the Board parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans that are to be additional U.S. DollarTranche B-1 Term Loans, Tranche B-2 Term Loans or EuroTranche B-3 Term Loans, as applicable, and when originally made, are included in each Borrowing of Directors outstanding U.S. DollarTranche B-1 Term Loans, Tranche B-2 Term Loans or EuroTranche B-3 Term Loans, as applicable, on a pro rata basis. This may be accomplished at the discretion of the Borrower approving Administrative Agent by requiring each outstanding Eurocurrency Rate Borrowing or consenting EURIBOR Rate Borrowing to be converted into a Base Rate Borrowing on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding applicable Eurocurrency Rate Borrowing or EURIBOR Rate Borrowing, as applicable, on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Agreement that would prohibit such an initial Interest Period). Any conversion of Eurocurrency Rate Loans or EURIBOR Rate Borrowing, as applicable to Base Rate Loans made pursuant to the preceding sentence shall be subject to Section 4.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Eurocurrency Rate Borrowing or EURIBOR Rate Borrowing then, subject to Section 3.1.1, the interest rate applicable to such Commitment increase and authorizing Incremental Term Loan for the executionremainder of such Interest Period shall equal the Eurocurrency Rate or EURIBOR Rate, delivery and performance as applicable, for a period approximately equal to the remainder of any amendment to this Agreement, such Interest Period (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested as determined by such Lender or the Administrative AgentAgent two Business Days before the date such Incremental Term Loan is made) plus the Applicable Margin then in effect. In addition, to the extent any Incremental Term Loans are to be additional U.S. DollarTranche B-1 Term Loans, Tranche B-2 Term Loans or EuroTranche B-3 Term Loans, the applicable scheduled amortization payments under Section 3.1.1 required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Increases in Commitments. So long as (i) If no Event of Default or Unmatured Event of Default has occurred and is continuing, with the Company may, once during each calendar year prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the LendersTermination Date commencing May 2, the Borrower may from time to time 2000, request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreementaggregate Commitments, as lenders, at any time following the Closing Date and prior by giving written notice to the Termination DateAgent and each Bank (each such notice an "Increase Request"). Concurrently with delivering an Increase Request, the Company may seek additional commitments from other financial institutions ("New Bank(s)"). An Increase Request may request an increase in the aggregate Commitments of at least $5,000,000 but not more than $50,000,000; provided, that in no event shall the aggregate Commitments of the Banks (including New Banks) hereunder exceed $225,000,000 at any such time. Each Bank may, in its sole and absolute discretion, commit to increase its Commitment by all or a part of the increase requested in such Lenders’ Commitments the Increase Request by delivering to the Company and the Commitments Agent a commitment valid for a period of all 30 days ("Commitment Increase Notice") to such additional Lenders may effect, which Commitment Increase Notice shall refer to this Section 2.4(a)(i) and which shall be given no later than 10 Business Days after the date of the Increase Request (the period between the date of the Increase Request and the 10 Business Day deadline for response being referred to as the "Consent Period"). The existing Commitment of any Bank shall not exceed $100,000,000 be increased in the aggregate connection with an Increase Request if such Bank (x) by notice ("Decline Notice") declines to increase its Commitment during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lender, the Borrower Consent Period or (in consultation with the Administrative Agenty) shall specify the time period within which such Lenders and the Administrative Agent are requested fails to respond to the Borrower’s request Company and the Agent within the Consent Period (which each such Bank giving a Decline Notice or failing to respond on or before the expiration of the Consent Period being called a "Declining Bank" and each other Bank being called an "Increasing Bank"). (ii) Upon expiry of the Consent Period (or sooner if all existing Banks and New Banks respond sooner), if the commitments of the Increasing Banks specified in their respective Commitment Increase Notices and the New Bank(s) in their commitment letters equal or exceed the Increase Request, the Agent shall allocate such commitments up to the amount specified in no event be the Increase Request to the Increasing Banks and New Bank(s) based on the ratio of each Increasing Bank's commitment specified in its Commitment Increase Notice (or New Bank in its commitment letter) to the aggregate of all commitments of the Increasing Banks specified in the Commitment Increase Notices and New Bank(s) in their commitment letters. (iii) Upon expiry of the Consent Period, if the commitments of the Increasing Banks specified in their respective Commitment Increase Notices and the New Bank(s) in their commitment letters are less than ten (10) Business Days the Increase Request, the Company may agree to accept such commitments from the date Increasing Banks and New Bank(s). Upon expiry of delivery of such notice the Consent Period (or sooner if all existing Banks and New Banks respond sooner), the Company may add New Bank(s) with commitments up to the Administrative amount specified in their commitment letters provided, that (A) no Default shall have occurred and be continuing, (B) the aggregate amount of Commitments plus increases in Increasing Bank existing Commitments and New Bank commitments does not exceed $225,000,000, (C) any such New Bank assumes all the rights and obligations of a "Bank" hereunder pursuant to accession documentation as the Agent shall specify and described below and (D) such New Bank is reasonably satisfactory to the Agent). Each Lender being asked to increase its CommitmentIf the Company does accept such commitments, the LC Agent shall allocate such commitments to each of the Increasing Banks and New Bank(s) based on the ratio of its commitment specified in its Commitment Increase Notice or commitment letter to the aggregate of all commitments of the Increasing Banks and New Bank(s) specified in their Commitment Increase Notices and commitment letters. (iv) Upon allocation of the increased commitments to the Increasing Banks and/or New Bank(s), the Company shall deliver such documentation as the Agent may reasonably require to evidence the Company's authority to incur the increased obligations hereunder, including, without limitation, documents similar to those described in Section 6.1(b) - (e) inclusive, and if requested by the Increasing Banks and/or New Banks, replacement Notes to the Increasing Banks and/or new notes to the New Bank(s) reflecting the Commitment of each Increasing Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agreesNew Bank. Such new and replacement notes, in its respective sole discretionif any, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in constitute a "Note" or "Notes" hereunder for all purposes and such Lender’s new and increased commitments shall constitute a "Commitment" or "Commitments" hereunder for all purposes. For the avoidance of doubt, only the consent The Agent shall promptly provide each of the Lender then being asked to increase its Commitment (or an additional Lender), Banks a revised Schedule 1 reflecting the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions Commitments of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative AgentBanks.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred and is continuingthis Agreement, with the prior written consent of Borrower may, during the Availability Period by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,000. At 50,000,000 and (iii) the time aggregate amount of sending such notice with respect all Optional Increases shall be no more than $100,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to the Borrowercommit to an Optional Increase shall be at such Lender’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Swingline Lender and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s CommitmentIssuing Lenders. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order Borrower. (c) As a condition precedent to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h)Optional Increase, the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine deliver to the Administrative Agent a certificate of the Borrower dated the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board Optional Increase, signed by a Responsible Officer of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Borrower effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested by such Lender or in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred this Agreement, on and is continuingfrom the Effective Date, with the prior written consent of Borrower may by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,000. At 50,000,000 and (iii) the time aggregate amount of sending such notice with respect all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to the Borrowercommit to an Optional Increase shall be at such Lender’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Swingline Lender and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s CommitmentIssuing Lenders. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order Borrower. (c) As a condition precedent to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h)Optional Increase, the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine deliver to the Administrative Agent a certificate of the Borrower dated the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board Optional Increase, signed by a Responsible Officer of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Borrower effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any PUC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested by such Lender or in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall

Increases in Commitments. (i) So long as no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing, with the prior written consent of upon notice to the Administrative Agent and the LC Bank and upon prior notice to the Lenderseach Purchaser, the Borrower Seller may from request on a one-time basis that the Purchasers ratably increase their respective Commitments, in an aggregate amount not to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Dateexceed 744072627 21691544 34 $50,000,000; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lenderthe Purchasers, the Borrower Seller (in consultation with the Administrative AgentAgent and the Purchasers) shall specify (a) the aggregate amount of such increase and (b) the time period within which such Lenders Purchasers and the Administrative Agent are requested to respond to the BorrowerSeller’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative AgentAgent and the Purchasers). Each Lender being asked to increase its Commitment, of the LC Bank Purchasers and the Administrative Agent shall notify the Borrower Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the make such ratable increase in such Purchaser’s Commitment or otherwise agrees to such Lender’s any lesser increase in its Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such LenderPurchaser’s Commitment. For In the avoidance event that one or more Purchasers fails to consent to all or any portion of doubtany such request for an increase in its Commitment, only the consent Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the Lender then being asked requested increases in Commitments be allocated to increase its Commitment (one or an additional Lender)more willing Purchasers as agreed in writing among the Seller, the Administrative Agent and such willing Purchasers (in each case, in their sole discretion), such that such Purchasers’ increase in their Commitment exceeds such Purchaser’s ratable share. Any such Purchaser may agree, in its sole discretion, to such increase in its Commitment. (ii) So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing and so long as the LC Bank Facility Limit at such time has not previously been reduced pursuant to Section 2.02(e), in lieu of requesting that the Purchasers ratably increase their respective Commitments pursuant to Section 2.02(g)(i) above, the Seller may, on a one-time basis, at its option select one or more banks, financial institutions or other entities (each such new party, an “Augmenting Purchaser”) to provide additional Commitments in an aggregate amount not to exceed $50,000,000 (and in an aggregate minimum amount of $10,000,000); provided, that each Augmenting Purchaser shall be required subject to the reasonable approval of the Administrative Agent, and provided further that each Augmenting Purchaser executes documentation in order form and content satisfactory to approve any such request. the Administrative Agent to become a “Purchaser” under this Agreement. (iii) If the Commitment of any Lender Purchaser is increased (or if any Augmenting Purchaser provides a new Person is added as Lender) Commitment in accordance with this clause (hg), the Administrative Agent, such Lenderthe Purchasers (including any Augmenting Purchaser), the LC Bank Seller and the Borrower Master Servicer shall (i) determine the effective date with respect to such increase increased or new Commitment and shall enter into such documents as agreed to by such parties to document such increaseincreased or new Commitment; it being understood and agreed that the Administrative Agent or any Lender Purchaser increasing its Commitment or providing a new Commitment pursuant to this Section 2.01(hclause (g) may request any of (x) resolutions of the Board of Directors of the Borrower Seller approving or consenting to such new or increased Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower Seller and (z) such other documents, agreements and opinions reasonably requested by such Lender Purchaser or the Administrative AgentAgent and (ii) if applicable, rebalance Capital 744072627 21691544 35 among the Purchasers such that after giving effect thereto, the aggregate outstanding Capital of the Purchasers is distributed ratably among the Purchasers.

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the Lenders, the Borrower may from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender▇▇▇▇▇▇’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in such Lender▇▇▇▇▇▇’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative Agent.. ​ ​

Increases in Commitments. So long as (i) If no Event of Default or Unmatured Event of Default has occurred and is continuing, with the any Borrower may, at any time prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the LendersRevolving Termination Date, the Borrower may from time to time request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreementaggregate Commitments, as lenders, at any time following the Closing Date and prior by giving written notice to the Termination DateAgent and each Bank (each such notice an "Increase Request"). Concurrently with delivering an Increase Request, such Borrower may seek additional commitments from other financial institutions ("New Bank(s)"). An Increase Request may request an increase in the aggregate Commitments of at least $5,000,000 but not more than $50,000,000; provided, that in no event shall the aggregate Commitments of the Banks (including New Banks) hereunder exceed $200,000,000 at any time. Each Bank may, in its sole and absolute discretion, commit to increase its Commitment by all or a part of the increase requested in the Increase Request by delivering to such increase in such Lenders’ Commitments Borrower and the Commitments Agent a commitment valid for a period of 30 days ("Commitment Increase Notice") to such effect, which Commitment Increase Notice shall refer to this Section 2.5(b)(i) and which shall be given no later than 10 Business Days after the date of the Increase Request (the period between the date of the Increase Request and the 10 Business Day deadline for response being referred to as the "Consent Period"). The existing Commitment of any Bank shall not be increased in connection with an Increase Request if such Bank (x) by notice ("Decline Notice") declines to increase its Commitment during the Consent Period or (y) fails to respond to the Borrower and the Agent within the Consent Period (each such Bank giving a Decline Notice or failing to respond on or before the expiration of the Consent Period being called a "Declining Bank" and each other Bank being called an "Increasing Bank"). (ii) Upon expiry of the Consent Period (or sooner if all existing Banks and New Banks respond sooner), if the commitments of the Increasing Banks 20 specified in their respective Commitment Increase Notices and the New Bank(s) in their commitment letters equal or exceed the Increase Request, the Agent shall allocate such commitments up to the amount specified in the Increase Request to the Increasing Banks and New Bank(s) based on the ratio of each Increasing Bank's commitment specified in its Commitment Increase Notice (or New Bank in its commitment letter) to the aggregate of all such additional Lenders may not exceed $100,000,000 commitments of the Increasing Banks specified in the aggregate during Commitment Increase Notices and New Bank(s) in their commitment letters. (iii) Upon expiry of the life Consent Period, if the commitments of this Agreementthe Increasing Banks specified in their respective Commitment Increase Notices and the New Bank(s) in their commitment letters are less than the Increase Request, the Borrowers may agree to accept such commitments from the Increasing Banks and New Bank(s). Upon expiry of the Consent Period (or sooner if all existing Banks and New Banks respond sooner), the Borrowers may add New Bank(s) with commitments up to the amount specified in their commitment letters; provided, that each request for an increase (A) no Default shall have occurred and addition shall be in a minimum continuing, (B) the aggregate amount of Commitments plus increases in Increasing Bank existing Commitments and New Bank commitments does not exceed $10,000,000200,000,000, (C) any such New Bank assumes all the rights and obligations of a "Bank" hereunder pursuant to accession documentation as the Agent shall specify and described below and (D) such New Bank is reasonably satisfactory to the Agent. At If the time of sending Borrowers do accept such notice with respect to any Lendercommitments, the Borrower (Agent shall allocate such commitments to each of the Increasing Banks and New Bank(s) based on the ratio of its commitment specified in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond its Commitment Increase Notice or commitment letter to the Borrower’s request aggregate of all commitments of the Increasing Banks and New Bank(s) specified in their Commitment Increase Notices and commitment letters. (which shall in no event be less than ten (10iv) Business Days from Upon allocation of the date of delivery of such notice increased commitments to the Administrative AgentIncreasing Banks and/or New Bank(s). Each Lender being asked to increase its Commitment, the LC Borrowers shall deliver such documentation as the Agent may reasonably require to evidence the Borrowers' authority to incur the increased obligations hereunder, and if requested by the Increasing Banks and/or New Banks, replacement Notes to the Increasing Banks and/or new notes to the New Bank(s) reflecting the Commitment of each Increasing Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agreesNew Bank. Such new and replacement notes, in its respective sole discretionif any, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined to consent to an increase in constitute a "Note" or "Notes" hereunder for all purposes and such Lender’s new and increased commitments shall constitute a "Commitment" or "Commitments" hereunder for all purposes. For the avoidance of doubt, only the consent The Agent shall promptly provide each of the Lender then being asked to increase its Commitment (or an additional Lender), Banks a revised Schedule 1.1 reflecting the Administrative Agent and the LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions Commitments of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative AgentBanks.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred this Agreement, on and is continuingfrom the Effective Date, with the prior written consent of Borrower may by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,000. At 50,000,000 and (iii) the time aggregate amount of sending such notice with respect all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to the Borrowercommit to an Optional Increase shall be at such ▇▇▇▇▇▇’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Swingline Lender and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s CommitmentIssuing Lenders. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order Borrower. (c) As a condition precedent to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h)Optional Increase, the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine deliver to the Administrative Agent a certificate of the Borrower dated the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board Optional Increase, signed by a Responsible Officer of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Borrower effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any PUC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested by such Lender or in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the Lenders(a) At any time, the Borrower may from time by written notice to time the Administrative Agent request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase increases in such Lenders’ Commitments and the Commitments of (a “Revolving Credit Increase”); provided that (i) the aggregate principal amount for all such additional Lenders may Revolving Credit Increases after the Amendment No. 2 Effective Date shall not exceed $100,000,000 in 100,000,000, (ii) the aggregate principal amount for each Revolving Credit Increase shall not be less than $20,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (i), and (iii) the Borrower shall be permitted to request no more than three (3) Revolving Credit Increases during the life term of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending Each such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within date (each, an “Increase Effective Date”) on which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (Borrower proposes that any Revolving Credit Increase shall be effective, which shall in no event be a date not less than ten (10) Business Days (or such shorter period agreed to by the Administrative Agent) after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any other Person reasonably satisfactory to the Administrative Agent (to be added as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent), to provide a Revolving Credit Increase. Any proposed Lender offered or approached to provide all or a portion of any Revolving Credit Increase may elect or decline, in its sole discretion, to provide such Revolving Credit Increase. (b) Each Revolving Credit Increase shall become effective on the applicable Increase Effective Date; provided that: (i) no Default or Event of Default shall exist on such Increase Effective Date before or after giving effect to such Revolving Credit Increase; (ii) the Administrative Agent and the Lenders shall have received from the date of delivery of such notice Borrower a Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenants set forth in Section 8.1 based on the financial statements most recently delivered pursuant to Section 7.3(a) or 7.3(b). Each Lender , as applicable, both before and after giving effect (on a pro forma basis) to (A) such Revolving Credit Increase (with any Revolving Credit Increase being asked deemed to increase be fully funded) and (B) any transaction permitted hereunder consummated in connection therewith; and (iii) each of the representations and warranties contained in Article VI shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects, on such Increase Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its Commitmentterms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date). (c) On the applicable Increase Effective Date, the LC Bank outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent shall notify among the Lenders (including any new Lenders) in accordance with their revised Commitment Percentages and the Lenders (including any new Lenders) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower within shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment. (d) Each Revolving Credit Increase shall be on the same terms and conditions, including maturity, Applicable Margin and commitment fees, applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase Revolving Credit Facility; provided that any upfront fees payable by the Borrower to such Lender’s Commitment. Any such Person not responding within such time period the Lenders under any Revolving Credit Increase may differ from those payable under the then existing Commitments. (e) Each Revolving Credit Increase shall be deemed to have declined to consent effected pursuant to an increase in such Lender’s Commitment. For amendment to this Agreement executed and delivered by the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender)Borrower, the Administrative Agent and the LC Bank shall be required in order to approve any such request. If applicable increasing Lenders (which may, without the Commitment consent of any Lender is increased (other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or a new Person is added as Lender) appropriate, in accordance with this clause (h), the opinion of the Administrative Agent, such Lender, to effect the LC Bank and the provisions of this Section 2.7). (f) The Borrower shall determine deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent board of directors (or any Lender increasing its Commitment pursuant to this Section 2.01(hequivalent governing body) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to authorizing such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (yRevolving Credit Increase) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by Administrative Agent in connection with any such Lender or the Administrative Agenttransaction.

Increases in Commitments. So long The Total Committed Line Portions may be increased at any time prior to December 10, 2009 when the Total Committed Percentage is less than 100%; provided that (i) each Issuing Bank and Swing Line Bank approves each such increase (with respect to both Existing Banks and New Banks) and (ii) the following conditions are satisfied: (a) Not more than forty-five (45) days and not less than thirty (30) days prior to the proposed effective date of such increase in the Total Committed Line Portions (or such shorter period as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of may be agreed among the Administrative Agent and the LC Bank and upon prior notice to the LendersBorrower), the Borrower may from time makes a written request for such increase to time the Administrative Agent, who shall forward a copy of any such request an to each Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase (the “Requested TCL Increase Effective Date”), (ii) specify the amount of such requested increase in the Commitment with respect Total Committed Line Portions (the “Requested TCL Increase Amount”), each such requested increase amount to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of not less than $10,000,000. At 15,000,000, and (iii) constitute an invitation to each Bank to increase its Committed Line Portion by its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the time obligations of sending such notice Defaulting Bank under this Agreement, with respect to any LenderNon-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the Requested TCL Increase Amount. (b) Each Bank, acting it its sole discretion exercised in good faith and with no obligation to increase its Committed Line Portion pursuant to Section 2.14(a), shall by notice to the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested advise the Borrower and Administrative Agent whether or not such Bank agrees to respond accept all or any portion of such Requested TCL Increase Amount within fifteen (15) days of the Borrower’s request. Any such Bank may initially accept all of its Pro Rata Advance Share (or, if a Defaulting Bank exists, and without limitation to the obligations of such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of such Requested TCL Increase Amount or a lesser portion of such Requested TCL Increase Amount, or decline to accept any portion of such Requested TCL Increase Amount. If any Bank shall not have responded affirmatively within such fifteen (15)-day period, such Bank shall be deemed to have rejected the Borrower’s request (which shall for an increase in no event be less than ten (10) Business Days from the date of delivery Requested TCL Increase Amount in full. Promptly following the conclusion of such notice to the Administrative Agent). Each Lender being asked to increase its Commitmentfifteen (15)-day period, the LC Bank and the Administrative Agent shall notify the Borrower within of the applicable time period whether or not such Person agrees, in its respective sole discretion, results of the Borrower’s request to the Banks to so increase the Total Committed Line Portions by the Requested TCL Amount. (c) With respect to such Lender’s Commitment. Any such Person not responding within such time period any Requested TCL Increase Amount, if the amount of the increases in the Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be deemed less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Administrative Agent (subject to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent approval of the Lender then being asked Collateral Agent and the Required Banks) may offer to any Eligible Assignee(s) or other Person(s) as may be agreed by the Borrower and the Administrative Agent (each a “New Bank”) the opportunity to accept all or a portion of such Unsubscribed Increase Amount. The effectiveness of all such increases in Total Committed Line Portions are subject to the satisfaction of the following conditions: (1) each Bank that so elects to increase its Commitment (or an additional Lender)Committed Line Portion, each New Bank, the Administrative Agent and the LC Bank Borrower shall have executed and delivered a Committed Line Portion Addendum, substantially in the form of Schedule 11.21; (2) the Total Committed Line Portions after giving effect to such increases shall not exceed the Maximum Line; (3) any fees and other amounts payable by the Borrower in connection with such increase and accession shall have been paid; (4) any other amounts then due hereunder shall have been paid; (5) delivery of a certificate of a Responsible Officer of the Borrower as to the matters set forth in Section 5.01(f); and (6) delivery to the Administrative Agent, if requested, of a legal opinion in respect of the Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent. (d) Upon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall be required in order amended to approve incorporate the Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any such request. If the Commitment further action or consent of any Lender is increased party; and (ii) the Administrative Agent shall cause a copy of such revised Schedule 2.01 to be available to the Banks. (e) Subject to the terms and conditions hereof, with respect to each Requested TCL Increase Effective Date, (i) each Bank holding a Loan and/or an L/C Obligation (an “Existing Effective Amount”) immediately prior to such Requested TCL Effective Date (each such Bank an “Existing Bank”) severally agrees, as of the such Requested TCL Increase Effective Date, to continue such Existing Effective Amount and/or sell a portion of its Existing Effective Amount to other Banks (including any New Banks) and/or purchase from other Existing Banks all or a new Person is added portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as Lenderrequested by the Borrower as of such date; and (ii) each Existing Bank that has increased its Committed Line Portion in accordance with this clause Section 2.14(b) and each New Bank as of such date severally agrees to purchase from the other Existing Banks all or a portion of such Existing Effective Amounts and/or make such Loans and/or accept such L/C Obligations as requested by the Borrower as of such date, in each case such that, after giving effect to all such sales, purchases, and new Loans and L/C Obligations contemplated in clauses (hi) and (ii) above, the Committed Percentage of each Bank shall equal such Bank’s Effective Amount Percentage. (f) The Borrower will not pay any New Bank (or any Affiliate thereof), in connection with such New Bank becoming a Bank hereunder, any fees or other compensation higher than that paid to the Administrative Agent, such Lender, the LC Bank and Existing Banks for equivalent financial services rendered under this Agreement unless the Borrower shall determine the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that notifies the Administrative Agent prior to providing such higher fees or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting other compensation to such Commitment increase New Bank and authorizing provides equivalent fees or other compensation to the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of Existing Banks at the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or same time that the Administrative AgentNew Bank receives them.

Increases in Commitments. So long as (a) Provided that no Event of Default or Unmatured Event of Default has shall have occurred and is be continuing, with the prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the Lenders, the Borrower may at any time prior to the Termination Date request in writing that the then existing Commitments be increased by an amount which is not greater than $300,000,000 in the aggregate since the Effective Date in accordance with the provisions of this Section. Any request under this Section shall be submitted by the Borrower to the Banks through the Administrative Agent not less than 45 days prior to the proposed increase and shall specify the proposed effective date and amount of such increase and be accompanied by a certificate of an authorized officer of the Borrower, stating that no Default exists as of the date of the request or will result from time to time request the requested increase. The consent of the Banks shall not be required for an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties amount of the Commitments pursuant to this AgreementSection, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life of this Agreement; provided, except that each request for an increase and addition Bank shall be in a minimum amount of $10,000,000. At have the time of sending such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s Commitment. Any such Person not responding within such time period shall be deemed to have declined right to consent to an increase in such Lender’s Commitment. For the avoidance amount of doubtits Commitment as set forth in this Section 2.16. (b) Each Bank may approve or reject the Borrower's request in its sole and absolute discretion and, only the consent absent an affirmative written response within 30 days after receipt of the Lender then being asked Borrower's request, shall be deemed to have rejected the Borrower's request. The rejection of the Borrower's request by any number of Banks shall not affect the Borrower's right to increase the Commitments pursuant to this Section. No Bank which rejects the Borrower's request for an increase in the Commitments shall be subject to removal as a Bank under Section 8.6. (c) In responding to the Borrower's request, each Bank that is willing to increase the amount of its Commitment shall specify the amount of the proposed increase to which it is willing to commit. (d) If the aggregate principal amount offered to be committed to by the consenting Banks is less than the amount requested by the Borrower, the Borrower may (i) reject the proposed increase in its entirety, (ii) accept the offered amounts or (iii) designate new lenders who are reasonably acceptable to the Administrative Agent as additional Banks hereunder in accordance with clause (f) of this Section (each, a "New Bank"), which New Banks may commit to the amount of the increase in the Commitments that has not been committed to by the increasing Banks; provided that the amount of the increase in the Commitments committed to by the increasing Banks and the New Banks shall not be greater than $300,000,000 in the aggregate since the Effective Date and provided further that the minimum Commitment of each New Bank shall be not less than the lowest Commitment of an existing Bank prior to the proposed increase in Commitments. (e) If the aggregate principal amount offered to be committed to by the consenting Banks is more than the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, shall allocate the increase in Commitments among the consenting Banks. (f) Each New Bank designated by the Borrower and reasonably acceptable to the Administrative Agent shall become an additional Lender)party hereto as a New Bank concurrently with the effectiveness of the proposed increase in the Commitments upon its execution of an instrument of joinder to this Agreement which is in form and substance reasonably acceptable to the Administrative Agent and which, in any event, contains the representations, warranties, indemnities and other protections afforded to the Administrative Agent and the LC Bank other Banks by an Assignment and Acceptance Agreement. (g) Subject to the foregoing, any increase requested by the Borrower shall be required in order effective as of the date agreed to approve any such request. If by the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h)Borrower, the Administrative Agent, the increasing Banks and the New Banks (if any) and shall be in the principal amount equal to (i) the amount which the consenting Banks are willing to commit to as increases to the amount of their Commitments plus (ii) the amount offered by any New Banks. Upon the effectiveness of any such Lenderincrease, the LC Bank and the Borrower shall determine issue replacement Notes to each affected Bank and new Notes to each New Bank, and the effective date with respect Commitments of each Bank will be adjusted to such give effect to the increase in the Commitments and shall enter into such documents as agreed to set forth in a new schedule issued by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by such Lender or the Administrative Agent.

Increases in Commitments. So long as no Event ‌ (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred this Agreement, on and is continuingfrom the Effective Date, with the prior written consent of Borrower may by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,000. At 50,000,000 and (iii) the time aggregate amount of sending such notice with respect all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to the Borrowercommit to an Optional Increase shall be at such Lender’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Swingline Lender and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s CommitmentIssuing Lenders. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order Borrower. (c) As a condition precedent to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h)Optional Increase, the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine deliver to the Administrative Agent a certificate of the Borrower dated the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board Optional Increase, signed by a Responsible Officer of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Borrower effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC, VSCC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested by such Lender or in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the prior written consent of the Administrative Agent and the LC Bank and upon prior notice to the Lenders(a) At any time, the Borrower may from time by written notice to time the Administrative Agent request an increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase increases in such Lenders’ Commitments and the Commitments of (a “Revolving Credit Increase”); provided that (i) the aggregate principal amount for all such additional Lenders may Revolving Credit Increases after the Amendment No. 2 Effective Date shall not exceed $100,000,000 in 100,000,000, (ii) the aggregate principal amount for each Revolving Credit Increase shall not be less than $20,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (i), and (iii) the Borrower shall be permitted to request no more than three (3) Revolving Credit Increases during the life term of this Agreement; provided, that each request for an increase and addition shall be in a minimum amount of $10,000,000. At the time of sending Each such notice with respect to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within date (each, an “Increase Effective Date”) on which such Lenders and the Administrative Agent are requested to respond to the Borrower’s request (Borrower proposes that any Revolving Credit Increase shall be effective, which shall in no event be a date not less than ten (10) Business Days (or such shorter period agreed to by the Administrative Agent) after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender and/or any other Person reasonably satisfactory to the Administrative Agent (to be added as a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent), to provide a Revolving Credit Increase. Any proposed Lender offered or approached to provide all or a portion of any Revolving Credit Increase may elect or decline, in its sole discretion, to provide such Revolving Credit Increase. (b) Each Revolving Credit Increase shall become effective on the applicable Increase Effective Date; provided that: (i) no Default or Event of Default shall exist on such Increase Effective Date before or after giving effect to such Revolving Credit Increase; (ii) the Administrative Agent and the Lenders shall have received from the date of delivery of such notice Borrower a Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenantcovenants set forth in Section 8.1 based on the financial statements most recently delivered pursuant to Section 7.3(a) or 7.3(b). Each Lender , as applicable, both before and after giving effect (on a pro forma basis) to (A) such Revolving Credit Increase (with any Revolving Credit Increase being asked deemed to increase be fully funded) and (B) any transaction permitted hereunder consummated in connection therewith; and 139669560_5 CORE/3001926.0117/166889384.1 (iii)each of the representations and warranties contained in Article VI shall be true and correct in all material respects, except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects, on such Increase Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its Commitmentterms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date). (c) On the applicable Increase Effective Date, the LC Bank outstanding Revolving Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent shall notify among the Lenders (including any new Lenders) in accordance with their revised Commitment Percentages and the Lenders (including any new Lenders) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower within shall pay any and all costs required pursuant to Section 4.9 in connection with such reallocation as if such reallocation were a repayment. (d) Each Revolving Credit Increase shall be on the same terms and conditions, including maturity, Applicable Margin and commitment fees, applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase Revolving Credit Facility; provided that any upfront fees payable by the Borrower to such Lender’s Commitment. Any such Person not responding within such time period the Lenders under any Revolving Credit Increase may differ from those payable under the then existing Commitments. (e) Each Revolving Credit Increase shall be deemed to have declined to consent effected pursuant to an increase in such Lender’s Commitment. For amendment to this Agreement executed and delivered by the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender)Borrower, the Administrative Agent and the LC Bank shall be required in order to approve any such request. If applicable increasing Lenders (which may, without the Commitment consent of any Lender is increased (other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or a new Person is added as Lender) appropriate, in accordance with this clause (h), the opinion of the Administrative Agent, such Lender, to effect the LC Bank and the provisions of this Section 2.7). (f) The Borrower shall determine deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the effective date with respect to board of directors (or equivalent governing body) of each Loan Partythe Borrower authorizing such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(hRevolving Credit Increase) may request any of (x) resolutions of the Board of Directors of the Borrower approving or consenting to such Commitment increase and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Borrower and (z) such other documents, agreements and opinions reasonably requested by Administrative Agent in connection with any such Lender or the Administrative Agent.transaction. ARTICLE III

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred this Agreement, on and is continuingfrom the Effective Date, with the prior written consent of Borrower may by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,000. At 50,000,000 and (iii) the time aggregate amount of sending such notice with respect all Optional Increases shall be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to any Lender, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders approval of each Issuing Lender and the Administrative Agent are requested Swingline Lender (such approval not to respond be unreasonably withheld), and the decision of any Lender to the Borrowercommit to an Optional Increase shall be at such ▇▇▇▇▇▇’s request (which sole discretion and shall be made in no event be less than ten (10) Business Days writing. The Borrower may, at its own expense, solicit additional Commitments from the date of delivery of such notice third party financial institutions reasonably acceptable to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank Swingline Lender and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to such Lender’s CommitmentIssuing Lenders. Any such Person financial institution (if not responding within such time period already a Lender hereunder) shall be deemed become a party to have declined this Agreement as a Lender, pursuant to consent a joinder agreement in form and substance reasonably satisfactory to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank shall be required in order Borrower. (c) As a condition precedent to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h)Optional Increase, the Administrative Agent, such Lender, the LC Bank and the Borrower shall determine deliver to the Administrative Agent a certificate of the Borrower dated the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board Optional Increase, signed by a Responsible Officer of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Borrower effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals, including, without limitation any KPSC, VSCC and/or FERC approval required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested by such Lender or in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19.

Increases in Commitments. So long as no Event (a) Subject to the terms and conditions of Default or Unmatured Event of Default has occurred and is continuingthis Agreement, with the prior written consent of Borrower may, during the Availability Period by delivering to the Administrative Agent and the LC Bank and upon prior notice Lenders a Notice of Revolving Increase in the form of Exhibit E, request up to two (2) increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may from time to time not request an any increase in the Commitment with respect to one or more Lenders or cause additional Persons to become parties to this Agreement, as lenders, at any time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after the occurrence and the Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the life continuance of this Agreementa Default; provided, that (ii) each request for an increase and addition Optional Increase shall be in a minimum amount of $10,000,000. At 2,500,00 and (iii) the time aggregate amount of sending all Optional Increases shall be no more than $25,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject to the approval of the Issuing Lender (such notice with respect approval not to any Lenderbe unreasonably withheld), the Borrower (in consultation with the Administrative Agent) shall specify the time period within which such Lenders and the Administrative Agent are requested decision of any Lender to respond commit to the Borrower’s request (which an Optional Increase shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not such Person agrees, in its respective sole discretion, to the increase to at such Lender’s Commitment. Any such Person not responding within such time period sole discretion and shall be deemed made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to have declined to consent to an increase in such Lender’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (or an additional Lender), the Administrative Agent and the LC Bank Issuing Lender. Any such financial institution (if not already a Lender hereunder) shall be required become a party to this Agreement as a Lender, pursuant to a joinder agreement in order form and substance reasonably satisfactory to approve any such request. If the Commitment of any Lender is increased (or a new Person is added as Lender) in accordance with this clause (h), the Administrative AgentAgent and the Borrower. (c) As a condition precedent to the Optional Increase, such Lender, the LC Bank and the Borrower shall determine deliver to the Administrative Agent a certificate of the Borrower dated the effective date with respect to such increase and shall enter into such documents as agreed to by such parties to document such increase; it being understood and agreed that the Administrative Agent or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Board Optional Increase, signed by an Authorized Officer of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Commitment increase Optional Increase are attached thereto and authorizing the executionsuch resolutions are true and correct and have not been altered, delivery amended or repealed and performance of any amendment to this Agreementare in full force and effect, (yii) a corporate before and enforceability opinion of counsel after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true and correct in all respects) on and as of the Borrower effective date of the Optional Increase, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (except to the extent any such representation and warranty was qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty was true and correct in all respects) as of such earlier date, and (zB) that no Default exists, is continuing, or would result from the Optional Increase and (iii) any necessary governmental, regulatory and third party approvals required to approve the Optional Increase, are attached thereto and remain in full force and effect, in each case without any action being taken by any competent authority which could restrain or prevent such other documentstransaction or impose, agreements and opinions reasonably requested by such Lender or in the reasonable judgment of the Administrative Agent, materially adverse conditions upon the consummation of the Optional Increase. Upon the request of any Lender, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender in accordance with Section 2.05(d). (d) The Revolving Outstandings will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratios, and the Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with the exercise of the Optional Increase. Each of the Lenders shall participate in any new Loans made on or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19.