Common use of Increases in Commitments Clause in Contracts

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the 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 not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 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 ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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Optional Increase are attached thereto and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before and after giving effect to the Optional Increase, (A) the representations and warranties contained in Article V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 (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. (a) Subject to the terms So long as no Event of Termination or Unmatured Event of Termination has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and each Purchaser, the Lenders Seller may request on a Notice of Revolving Increase one-time basis that the Purchasers ratably increase their respective Commitments, in the form of Exhibit Ean aggregate amount not to exceed $50,000,000; provided, that such request increases to the Lenders’ Commitments (each such request, for an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase and (bii) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject the time period within which such Purchasers and the Administrative Agent are requested to respond to the approval Seller’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 notice to the Administrative Agent and the Borrower. (c) As a condition precedent to Purchasers). Each of the Optional Increase, the Borrower shall deliver to Purchasers and the Administrative Agent a certificate shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to 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 Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the Borrower dated requested increases in Commitments be allocated to one or more willing Purchaser 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. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the 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 Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Optional Increase, signed by a Responsible Officer Board of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower Seller approving or consenting to such Optional Increase are attached thereto 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 Seller and (z) such resolutions are true other documents, agreements and correct opinions reasonably requested by such Purchaser or the Administrative Agent and have not been altered, amended or repealed and are in full force and effect, (ii) before and if applicable, rebalance Capital among the Purchasers such that after giving effect to thereto, 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 aggregate outstanding Capital 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 Optional Increase Purchasers is distributed ratably 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 2.19Purchasers.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the 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 not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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, inin 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 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. (a) Subject to So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the terms and conditions prior written consent of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases LC Bank and upon prior notice to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not 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 increase time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after and the occurrence and Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the continuance life of a Defaultthis Agreement; (ii) provided, that each Optional Increase request for an increase and addition shall be in a minimum amount of $50,000,000 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 (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 Administrative Agent are requested to respond to the approval Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the Swingline Lender LC Bank and the Issuing LendersAdministrative 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 financial institution 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 (if not already a Lender hereunder) shall become a party to this Agreement as a or an additional Lender), pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (cor a new Person is added as Lender) As a condition precedent to in accordance with this clause (h), the Optional IncreaseAdministrative Agent, such Lender, the LC Bank and the Borrower shall deliver 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 a certificate or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Borrower dated the effective date Board of the Optional Increase, signed by a Responsible Officer Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate 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 enforceability opinion of counsel of the effective date of the Optional IncreaseBorrower and (z) such other documents, except to the extent that agreements and opinions reasonably requested by 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 Lender or reference to Material Adverse Effect, in (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 2.19Agent.

Increases in Commitments. (a) Subject Provided that no Event of Default, Purchase and Sale Termination Event, Unmatured Event of Default or Unmatured Purchase and Sale Termination Event has occurred and is continuing, upon notice to the terms Administrative Agent, each Lender and conditions of this Agreement, on and from the Effective Dateeach LC Participant, the Borrower may by delivering request on a one-time basis that each of the Lenders and each of the LC Participants ratably increase their respective Commitments, in an aggregate amount such that after giving effect thereto the Facility Limit shall not exceed $200,000,000. At the time of sending such notice with respect to the Administrative Agent Lenders and the Lenders a Notice of Revolving Increase LC Participants, the Borrower (in consultation with the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: Administrative Agent) shall specify (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase (bsuch amount, the “Requested Facility Limit Increase”) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject and (ii) the time period within which the Lenders and the LC Participants are requested to respond to the approval Borrower’s request (which shall in no event be less than fifteen (15) days from the date of each Issuing Lender and the Swingline Lender (delivery of 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable notice to the Administrative Agent, the Swingline Lender Lenders and the Issuing Lenders. Any LC Participants, unless such financial institution (if not already a Lender hereunder) shall become a party shorter period is agreed to this Agreement as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory to by the Administrative Agent and the Borrower. (c) As a condition precedent to applicable Lender(s)). Each of the Optional IncreaseLenders and each of the LC Participants shall notify the Administrative Agent, the Borrower and the Servicer within the applicable time period (which shall deliver not be less than fifteen (15) days or such shorter period agreed to by the Administrative Agent a certificate and the applicable Lender(s)) whether or not such Lender or such LC Participant agrees, in its sole discretion, to 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 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. If the Commitment of any Lender or any LC Participant is increased in accordance with this clause (g), the Administrative Agent, the Lender, the LC Participant, the Borrower dated and the 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 and, if applicable, rebalance Capital among the Lenders such that after giving effect thereto, the aggregate outstanding Capital of the Optional IncreaseLenders is distributed ratably among the Lenders; it being understood and agreed that the Administrative Agent, signed by a Responsible Officer any Lender or any LC Participant increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Borrower, certifying that: (i) the resolutions adopted by Board of Directors of the Borrower approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate and after giving effect to enforceability opinion of counsel of the Optional IncreaseBorrower and (z) such other documents, (A) the representations agreements and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (except to the extent any opinions reasonably requested by such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which caseLender, 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 LC Participant or reference to Material Adverse Effect, in (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 2.19Agent.

Increases in Commitments. (a) Subject to So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the terms and conditions prior written consent of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases LC Bank and upon prior notice to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not 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 increase time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after and the occurrence and Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the continuance life of a Defaultthis Agreement; (ii) provided, that each Optional Increase request for an increase and addition shall be in a minimum amount of $50,000,000 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 (iiiwhich shall in no event be less than ten (10) Business Days from the aggregate amount date of all Optional Increases shall be no more than $250,000,000. (b) delivery of such notice to the Administrative Agent). Each Lender maybeing asked to increase its Commitment, but the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not be obligated tosuch Person agrees, participate in any Optional Increaseits respective sole discretion, subject to the approval of each Issuing Lender and the Swingline Lender (such approval not increase 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing LendersCommitment. Any such financial institution Person not responding within such time period shall be deemed to have declined to consent to an increase in such ▇▇▇▇▇▇’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (if not already a Lender hereunder) shall become a party to this Agreement as a or an additional Lender), pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (cor a new Person is added as Lender) As a condition precedent to in accordance with this clause (h), the Optional IncreaseAdministrative Agent, such Lender, the LC Bank and the Borrower shall deliver 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 a certificate or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Borrower dated the effective date Board of the Optional Increase, signed by a Responsible Officer Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate 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 enforceability opinion of counsel of the effective date of the Optional IncreaseBorrower and (z) such other documents, except to the extent that agreements and opinions reasonably requested by 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 Lender or reference to Material Adverse Effect, in (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 2.19Agent.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may may, during the Availability Period by delivering to the Administrative Agent and the 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 not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 2,500,00 and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,00030,000,000. (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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower Loan Parties shall deliver to the Administrative Agent a certificate of the Borrower Loan Parties dated the effective date of the Optional Increase, signed by a Responsible Officer Authorized Officers of the Borrowereach Loan Party, certifying that: (i) the resolutions adopted by the Borrower 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, inin 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). (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. (a) Subject to the terms So long as no Event of Default or Unmatured Event of Default has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit Eeach Group Agent, request increases to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not from time to time request an increase in the Commitment with respect to one or more Committed Lenders, including any increase new Lenders that agree to become Committed Lenders pursuant to an Assumption Agreement, as provided 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, such aggregate increase in such Committed Lender’s Commitments after the occurrence and during the continuance of a Defaultto be an amount (for all such requests or additions) not exceeding $75,000,000; (ii) provided, that each Optional Increase request for an increase shall be in a minimum amount of $50,000,000 10,000,000. At the time of sending such notice with respect to any Committed Lender, the Borrower (in consultation with the Administrative Agent and (iiithe Group Agent related to such Committed Lender) shall specify 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 time period within which such Committed Lenders and the Administrative Agent are requested to respond to the approval Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 notice to the Administrative Agent and the Borrower. (c) As a condition precedent Group Agents). In respect of any Committed Lender, each of such Committed Lender being asked to increase its 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 Optional Increaseincrease 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 and the Administrative Agent shall be required in order to approve any such request. If the Commitment of any Committed Lender is increased in accordance with this clause (g), the Administrative Agent, the Purchaser Agents for such Committed Lenders, the Borrower and the Servicer shall deliver 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 a certificate or any Committed Lender increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Borrower dated the effective date Board of the Optional Increase, signed by a Responsible Officer Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate 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 enforceability opinion of counsel of the effective date of the Optional IncreaseBorrower and (z) such other documents, except to the extent that agreements and opinions reasonably requested by 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 Committed Lender or reference to Material Adverse Effect, in (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 2.19Agent.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may Borrowers may, by delivering to the Administrative Agent and the 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 not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000the 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. The Borrower Borrowers may, at its their own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 BorrowerBorrowers. (c) As a condition precedent to the Optional Increase, the Borrower Loan Parties shall deliver to the Administrative Agent a certificate of the Borrower Loan Parties dated the effective date of the Optional Increase, signed by a Responsible Officer Authorized Officers of the Borrowereach Loan Party, certifying that: (i) the resolutions adopted by the Borrower 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, inin 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. (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 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, subject to the limitations set forth in Section 2.08(f); provided that a Borrower’s Sublimit shall at no time exceed such Borrower’s Maximum Sublimit.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the 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 not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 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 ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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, inin 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, 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 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 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. (a) Subject to the terms and conditions of this Agreement, on and from the Effective DateAt any time, the Borrower may by delivering written notice to the Administrative Agent and the Lenders a Notice of Revolving Increase request one or more increases in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an a “Optional Revolving Credit Increase”); provided that: that (i) the Borrower may not request any increase to the Commitments aggregate principal amount for all such Revolving Credit Increases after the occurrence and during the continuance of a Default; Amendment No. 2 Effective Date shall not exceed $100,000,000, (ii) the aggregate principal amount for each Optional Revolving Credit Increase shall not be in a minimum less than $20,000,000 or, if less, the remaining amount of $50,000,000 permitted pursuant to the foregoing clause (i), and (iii) the aggregate amount of all Optional Increases Borrower shall be permitted to request no more than $250,000,000. three (b3) Revolving Credit Increases during the term of this Agreement. Each Lender maysuch notice shall specify the date (each, but an “Increase Effective Date”) on which the Borrower proposes that any Revolving Credit Increase shall be effective, which shall be a date not be obligated toless 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, 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 Affiliate of any Lender to commit to an Optional Increase shall be at such ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions and/or any other Person reasonably acceptable satisfactory to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution Agent (if not already to be added as 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 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 Borrower. (c) As a condition precedent to the Optional Increase, Lenders shall have received from the Borrower shall deliver a Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent a certificate of Agent, that the Borrower dated is in compliance with the effective date of financial covenantcovenants set forth in Section 8.1 based on the Optional Increasefinancial statements most recently delivered pursuant to Section 7.3(a) or 7.3(b), signed by a Responsible Officer of the Borroweras applicable, certifying that: (i) the resolutions adopted by the Borrower 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) both before and after giving effect (on a pro forma basis) to the Optional Increase, (A) such Revolving Credit Increase (with any Revolving Credit Increase being deemed to 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 V and the other Loan Documents are VI shall be true and correct in all material respects (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 true, correct and correct complete in all respects) , on such Increase Effective Date with the same effect as if made on and as of the effective such 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 for any such representation and warranty was qualified that by materiality or reference to Material Adverse Effectits terms is made only as of an earlier date, inwhich representation and warranty shall remain true and correct as of such earlier date). (dc) The On the applicable Increase Effective Date, the outstanding Revolving Outstandings Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders (including any new Lenders) in accordance with their revised Commitment Ratios, Percentages and the Lenders (including any new Lenders) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower hereby agrees to shall pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender 4.9 in connection with such reallocation as if such reallocation were a repayment. (d) Each Revolving Credit Increase shall be on the exercise same terms and conditions, including maturity, Applicable Margin and commitment fees, applicable to the Revolving Credit Facility; provided that any upfront fees payable by the Borrower to the Lenders under any Revolving Credit Increase may differ from those payable under the then existing Commitments. (e) Each Revolving Credit Increase shall be effected pursuant to an amendment to this Agreement executed and delivered by the Borrower, the Administrative Agent and the applicable increasing Lenders (which may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Optional Increase. Each Administrative Agent, to effect the provisions 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 2.192.7). (f) The Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Partythe Borrower authorizing such Revolving Credit Increase) reasonably requested by Administrative Agent in connection with any such transaction. ARTICLE III

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the 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 not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 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 ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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, inin 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, 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 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 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. (ai) Subject The Borrower may, by written notice to the terms and conditions of this AgreementAgent (who shall promptly notify the Lenders), on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase request an increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such requestincrease, an “Optional IncreaseIncremental Commitment”)) by an aggregate amount (for all such requests) not exceeding $250,000,000; provided that: that (i) the Borrower may not any such request any for an increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of the lesser of (x) $50,000,000 (or such lesser amount as may be approved by the Agent) and (iiiy) the aggregate entire remaining amount of all Optional Increases increases available under this Section 2.08(e) and (ii) the Borrower shall be make no more than $250,000,000a total of five (5) requests for increases of Commitments under this Section 2.08(e). (bii) Each An Incremental Commitment may be provided by any existing Lender mayor other Person that is an Eligible Assignee (each such existing Lender or other Person that agrees to provide an Incremental Commitment, but an “Incremental Lender”); provided that each Incremental Lender shall not be obligated to, participate in any Optional Increase, subject to the approval of consent (in each Issuing Lender and the Swingline Lender (such approval case, not to be unreasonably withheld), and withheld or delayed) of the decision of any Lender to commit to an Optional Increase shall be at such ▇▇▇▇▇▇’s sole discretion and shall be made in writingAgent. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable Notwithstanding anything herein to the Administrative Agentcontrary, the Swingline no Lender and the Issuing Lenders. Any such financial institution (if not already shall have any obligation to agree to increase its Commitment, or to provide a Lender hereunder) shall become a party to this Agreement as a LenderCommitment, pursuant to this Section 2.08(e) and any election to do so shall be in the sole discretion of such Lender. (iii) The Agent and the Borrower shall determine the effective date for such increase pursuant to this Section 2.08(e) (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 joinder agreement Business Day at least ten (10) Business Days after delivery of the request for such increase (unless otherwise approved by the 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 Persons) shall enter into one or more Joinder Agreements, each in form and substance reasonably satisfactory to the Administrative Agent Borrower and the Borrower. (c) As a condition precedent to the Optional IncreaseAgent, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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 (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 which the exercise of applicable Incremental Lender(s) will provide 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 2.19Incremental Commitment(s).

Increases in Commitments. (a) Subject to the terms So long as no Event of Termination or Unmatured Event of Termination has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and each Purchaser, the Lenders Seller may request on a Notice of Revolving Increase one-time basis that the Purchasers ratably increase their respective Commitments, in the form of Exhibit Ean aggregate amount not to exceed $75,000,000; provided, that such request increases to the Lenders’ Commitments (each such request, for an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 5,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase and (bii) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject the time period within which such Purchasers and the Administrative Agent are requested to respond to the approval Seller’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 notice to the Administrative Agent and the Borrower. (c) As a condition precedent to Purchasers). Each of the Optional Increase, the Borrower shall deliver to Purchasers and the Administrative Agent a certificate shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to 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 Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the Borrower dated requested increases in Commitments be allocated to one or 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. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the 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 Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Optional Increase, signed by a Responsible Officer Board of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower Seller approving or consenting to such Optional Increase are attached thereto 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 Seller and (z) such resolutions are true other documents, agreements and correct opinions reasonably requested by such Purchaser or the Administrative Agent and have not been altered, amended or repealed and are in full force and effect, (ii) before and if applicable, rebalance Capital among the Purchasers such that after giving effect to thereto, 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 aggregate outstanding Capital 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 Optional Increase Purchasers is distributed ratably 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 2.19Purchasers.

Increases in Commitments. (a) Subject to the terms So long as no Event of Termination or Unmatured Event of Termination has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and each Purchaser, the Lenders Seller may request on a Notice of Revolving Increase one-time basis that the Purchasers ratably increase their respective Commitments, in the form of Exhibit Ean aggregate amount not to exceed $100,000,00050,000,000; provided, that such request increases to the Lenders’ Commitments (each such request, for an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 25,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase and (bii) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject the time period within which such Purchasers and the Administrative Agent are requested to respond to the approval Seller’s request (which shall in no event be less than fifteen (15) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 notice to the Administrative Agent and the Borrower. (c) As a condition precedent to Purchasers). Each of the Optional Increase, the Borrower shall deliver to Purchasers and the Administrative Agent a certificate shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to 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 Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the Borrower dated requested increases in Commitments be allocated to one or 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. To the extent that the requested Commitment increase has been validly requested in accordance with this clause (g) and all or any portion of such validly requested increase has been declined by the Purchasers, the Seller may add up to two additional Persons to this Agreement as Purchasers in accordance with Section 14.03(i); provided, however, that the aggregate amount of new Commitments and Commitment increases effectuated pursuant to this clause (i) shall not exceed $100,000,00050,000,000. If the Commitment of any Purchaser is increased or additional Person added as a Purchaser, in either case, in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the 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 Purchaser increasing or establishing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Optional Increase, signed by a Responsible Officer Board of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower Seller approving or consenting to such Optional Increase are attached thereto 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 Seller and (z) such resolutions are true other documents, agreements and correct opinions reasonably requested by such Purchaser or the Administrative Agent and have not been altered, amended or repealed and are in full force and effect, (ii) before and if applicable, rebalance Capital among the Purchasers such that after giving effect to thereto, 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 aggregate outstanding Capital 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 Optional Increase Purchasers is distributed ratably 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 2.19Purchasers.

Increases in Commitments. (ai) Subject to the terms So long as no Event of Termination or Unmatured Event of Termination has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and each Purchaser, the Lenders Seller may request on a Notice of Revolving Increase one-time basis that the Purchasers ratably increase their respective Commitments, in the form of Exhibit Ean aggregate amount not to exceed $50,000,000; provided, that such request increases to the Lenders’ Commitments (each such request, for an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (iiia) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase and (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject the time period within which such Purchasers and the Administrative Agent are requested to respond to the approval Seller’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 notice to the Administrative Agent and the BorrowerPurchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to 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 Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or 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. (cii) As So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing and so long as the 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 condition precedent 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 subject to the Optional Increasereasonable approval of the Administrative Agent, the Borrower shall deliver and provided further that each Augmenting Purchaser executes documentation in form and content satisfactory to the Administrative Agent to become a certificate “Purchaser” under this Agreement. (iii) If the Commitment of any Purchaser is increased or if any Augmenting Purchaser provides a new Commitment in accordance with this clause (g), the Borrower dated Administrative Agent, the Purchasers (including any Augmenting Purchaser), the Seller and the Master Servicer shall (i) determine the effective date with respect to such increased or new Commitment and shall enter into such documents as agreed to by such parties to document such increased or new Commitment; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment or providing a new Commitment pursuant to this clause (g) may request any of (x) resolutions of the Optional Increase, signed by a Responsible Officer Board of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower Seller approving or consenting to such Optional Increase are attached thereto new or increased Commitment and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such resolutions are true other documents, agreements and correct opinions reasonably requested by such 758444419 21691544 33 Purchaser or the Administrative Agent and have not been altered, amended or repealed and are in full force and effect, (ii) before and if applicable, rebalance Capital among the Purchasers such that after giving effect to thereto, 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 aggregate outstanding Capital 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 Optional Increase Purchasers is distributed ratably 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 2.19Purchasers.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower The Company may by delivering written notice to the Administrative Agent and elect to request the Lenders a Notice establishment of Revolving Increase one or more new term loans (the “Incremental Term Loans”) or an increase in the form Revolving Loan Commitment Amount (the “Incremental Revolving Commitments” and, together with the Incremental Term Loans, the “Incremental Commitments”) from existing Lenders (each of Exhibit Ewhich shall be (A) an Eligible Assignee, request increases (B) subject to the Lenders’ 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 (each not in excess of $200,000,000. Each such request, an “Optional Increase”); provided that: notice shall specify (i) the Borrower may not request any increase to amount of the Commitments after the occurrence and during the continuance of a Default; Incremental Term Loan or Incremental Revolving Commitment being requested (ii) each Optional Increase which shall be in minimum increments of $1,000,000 and a minimum amount of $50,000,000 25,000,000 or such lesser amount equal to the remaining amount of Incremental Revolving Commitments) and (iiiii) the aggregate amount of all Optional Increases date (each, an “Increased Amount Date”) on which the Company proposes that the Incremental Commitments shall be no more effective (which shall not be less than $250,000,00010 Business Days (or such shorter period as agreed to by the Administrative Agent). (b) Each Lender maySuch Incremental Commitments shall become effective as of such Increased Amount Date; provided, but that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental 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 obligated tonetted 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, participate in any Optional Increaseeach case, 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to satisfied on a pro forma basis on the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement date of incurrence 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date last day of the Optional Increasemost recently ended Reference Period, signed by a Responsible Officer assuming the entire amount of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to Incremental Commitments is fully funded on 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 Increased Amount Date and after giving effect to any acquisitions or dispositions after the Optional Increase, beginning of the relevant determination period but prior to or simultaneous with the effectiveness of such Incremental Commitments; (Aiii) 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 representations and warranties contained All-in Article V 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 then-existing Term Loans by more than 0.50%, the Applicable Margin relating to the 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 Loan Documents are true and correct in all material respects (except than Incremental Commitments to the extent any the terms governing such representation and warranty is qualified Incremental Commitments do not so provide) 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 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.more than 0.50%;

Increases in Commitments. (a) Subject During the period from the first ------------------------ anniversary of the Effective Date to the terms Termination Date at the request of the Borrowers and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering upon notification to the Administrative Agent Agent, any Lender may increase the amount of its Commitment by executing an addendum hereto with the Obligors and the Lenders a Notice of Revolving Increase Agent, substantially in the form of Exhibit EH, request increases whereupon such Lender shall be bound by and entitled to the Lenders’ Commitments (each such requestbenefits of this Agreement with respect to the full amount of its Commitment as so increased, an “Optional Increase”); provided that: , after giving effect to -------- any such increase, (i) the Borrower may aggregate Commitments shall not request any increase to the Commitments after the occurrence exceed $1,000,000,000 and during the continuance of a Default; (ii) each Optional Increase no Lender shall have a Commitment which equals or exceeds 25% of the aggregate Commitments. Effective as of the date on which any such Lender increases its Commitment pursuant to the provisions of this Section 2.14, the aggregate Commitments shall be in a minimum increased by the amount of $50,000,000 and (iii) such Lender's additional Commitment. If on the aggregate date upon which such Lender increases its Commitment pursuant to this Section 2.14 there is an unpaid principal amount of all Optional Increases Syndicated Loans under Section 2.01, each Borrower to whom Syndicated Loans are outstanding shall be no more than $250,000,000. (b) Each borrow from such Lender may, but shall not be obligated to, participate in any Optional Increasethrough the Agent, subject to Section 6, an amount determined by multiplying the approval amount of each Issuing Lender 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 Swingline Lender (such approval not to be unreasonably withheld), and the decision denominator of any Lender to commit to an Optional Increase which shall be at such ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional the aggregate Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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 (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 other than the amount of the additional Commitment of such date in accordance with their respective Commitment Ratios after giving effect 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 Commitments contemplated by this Section 2.19the Commitment of a Lender and of the amount of any borrowing from it hereunder made simultaneously upon such increase.

Increases in Commitments. (a) Subject to So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the terms and conditions prior written consent of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases LC Bank and upon prior notice to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not 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 increase time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Committed Lenders’ Commitments after and the occurrence and Commitments of all such additional Committed Lenders may not exceed $70,000,000 in the aggregate during the continuance life of a Defaultthis Agreement; (ii) provided, that each Optional Increase request for an increase and addition shall be in a minimum amount of $50,000,000 5,000,000. 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 (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 Administrative Agent are requested to respond to the approval Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable notice to the Administrative Agent). Each Committed Lender being asked to increase its Commitment, the Swingline Lender LC Bank and the Issuing LendersAdministrative 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 financial institution 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 (if not already a Lender hereunder) shall become a party to this Agreement as a or an additional Lender), pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. LC Bank shall be required in order to approve any such request. If the Commitment of any Committed Lender is increased (cor a new Person is added as Committed Lender) As a condition precedent to in accordance with this clause (g), the Optional IncreaseAdministrative Agent, such Lender, the LC Bank and the Borrower shall deliver 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 a certificate or any Committed Lender increasing its Commitment pursuant to this Section 2.02(g) may request any of (x) resolutions of the Borrower dated the effective date Board of the Optional Increase, signed by a Responsible Officer Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate 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 enforceability opinion of counsel of the effective date of the Optional IncreaseBorrower and (z) such other documents, except to the extent that agreements and opinions reasonably requested by 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 Lender or reference to Material Adverse Effect, in (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 2.19Agent.

Increases in Commitments. (a) Subject to the terms So long as no Event of Termination or Unmatured Event of Termination has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and each Group Agent, the Lenders a Notice of Revolving Increase Sellers may from time to time request an increase in the form of Exhibit ECommitment with respect to one or more Committed Purchasers, request increases at any time following the Closing Date and prior to the LendersTermination Date, such aggregate increase in such Committed Purchasers’ Commitments to be an amount (for all such requests or additions) not exceeding $50,000,000; provided, that each such request, request for an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 25,000,000. At the time of sending such notice with respect to any Committed Purchaser, the Sellers (in consultation with the Administrative Agent and (iiithe Group Agent related to such Committed Purchaser) shall specify 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 time period within which such Committed Purchasers and the Administrative Agent are requested to respond to the approval Sellers’ request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 notice to the Administrative Agent and the Borrower. (c) As a condition precedent Group Agents). In respect of any Committed Purchaser, each of such Committed Purchaser being asked to the Optional Increase, the Borrower shall deliver to increase its Commitment and the Administrative Agent a certificate shall notify the 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 Committed 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 Committed Purchaser’s Commitment. For the avoidance of doubt, only the consent of the Borrower dated Committed Purchaser then being asked to increase its Commitment and the Administrative Agent shall be required in order to approve any such request. If the Commitment of any Committed Purchaser is increased in accordance with this clause (h), the Administrative Agent, the Group Agents for such Committed Purchasers, the Sellers and the 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 Committed Purchaser increasing its Commitment pursuant to this clause (h) may request any of (x) resolutions of the Optional Increase, signed by a Responsible Officer board of directors of the Borrower, certifying that: (i) Sellers and the resolutions adopted by the Borrower Servicers approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate, enforceability and after giving effect to no-conflict opinion of counsel of the Optional Increase, (A) the representations and warranties contained in Article V Sellers and the Servicers and (z) such other Loan Documents are true documents, agreements and correct in all material respects (except to the extent any opinions reasonably requested by such representation and warranty is qualified by materiality Committed Purchaser 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 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 2.19Agent.

Increases in Commitments. The Total Committed Line Portions in effect at any time after the Closing Date and prior to the Expiration 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; provided that with respect to any such increase, (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) Subject Not more than forty-five (45) days and not less than thirty (30) days prior to the terms and conditions proposed effective date of this Agreement, on and from such increase in the Effective Date, the Borrower Total Committed Line Portions (or such shorter period as may by delivering to be agreed among the Administrative Agent and the Lenders Borrower), the Borrower makes a Notice of Revolving Increase in the form of Exhibit E, written request increases for such increase to the Lenders’ Commitments (Administrative Agent, who shall forward a copy of any such request to each such request, an “Optional Increase”); provided that: Bank. Each request by the Borrower pursuant to the immediately preceding sentence shall (i) specify a proposed effective date of such increase (the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; “Requested TCL Increase Effective Date”), (ii) specify the amount of such requested increase in the Total Committed Line Portions (the “Requested TCL Increase Amount”), each Optional Increase shall such requested increase amount to be in a minimum amount of not less than $50,000,000 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 aggregate amount obligations of all Optional Increases shall be no more than $250,000,000such Defaulting Bank under this Agreement, with respect to any Non-Defaulting Bank, its Pro Rata Adjusted Advance Share, if applicable) of the Requested TCL Increase Amount. (b) Each Lender mayBank, but 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 and the Administrative Agent advise the Borrower and Administrative Agent whether or not such Bank agrees to 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 obligated todeemed to have rejected the Borrower’s request for an increase in the Requested TCL Increase Amount in full. Promptly following the conclusion of such fifteen (15)-day period, participate the Administrative Agent shall notify the Borrower of the 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 any Requested TCL Increase Amount, if the amount of the increases in any Optional Increasethe Total Committed Line Portions that Banks accepted in accordance with Section 2.14(b) shall be less than the Requested TCL Increase Amount (such difference the “Unsubscribed Increase Amount”), the Borrower and the Administrative Agent (subject to the approval of each Issuing Lender the Collateral Agent and the Swingline Lender (such approval not Required Banks) may offer to any Eligible Assignee(s) or other Person(s) as may be unreasonably withheld), agreed by the Borrower and the decision Administrative Agent (each a “New Bank”) the opportunity to accept all or a portion of any Lender to commit to an Optional such Unsubscribed Increase shall be at such ▇▇▇▇▇▇’s sole discretion and shall be made in writingAmount. 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 Committed Line Portion, each New Bank, the Administrative Agent and the Borrower mayshall have executed and delivered a Committed Line Portion Addendum, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable 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 Swingline Lender 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 Committed Line Portion in form and substance reasonably satisfactory to the Administrative Agent and the BorrowerAgent. (cd) As a condition precedent to the Optional Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying thatUpon each Requested TCL Increase Effective Date: (i) Schedule 2.01 of this Agreement shall be amended to incorporate the resolutions adopted Committed Line Portion of the applicable Bank as set forth on Attachment 1 to the applicable Committed Line Portion Addendum without any further action or consent of any 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 portion of such other Existing Effective Amounts and/or make such additional Loans and/or accept such additional L/C Obligations as requested by the Borrower approving or consenting to as of such Optional Increase are attached thereto date; and such resolutions are true and correct and have not been altered, amended or repealed and are in full force and effect, (ii) before each Existing Bank that has increased its Committed Line Portion in accordance with this 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 (i) and (ii) above, the Optional IncreaseCommitted 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 New 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 (A) or in the representations and warranties contained in Article V and case of an increase by an Existing Bank, the other Loan Documents are true and correct in all material respects (except to Existing Banks) for equivalent financial services rendered under this Agreement unless 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 Borrower notifies the Administrative Agent on the effective date of any Optional Increase among the Lenders in accordance with their revised Commitment Ratiosprior 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 Borrower hereby agrees to pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender in connection with other Banks at the exercise of the Optional Increasesame time that such Bank receives them. 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 the Committed Line Portion of a Bank under this Section 2.192.14 (whether by a New Bank or an Existing Bank) shall be treated substantially the same as the other Credit Extensions hereunder, including with respect to right of payment and benefit of guarantees and security.

Increases in Commitments. (a) Subject to the terms Provided that no Default shall have occurred and conditions of this Agreement, on and from the Effective Datebe continuing, the Borrower may at any time prior to the Termination Date request in writing that the then existing Commitments be increased by delivering 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 the requested increase. The consent of the Banks shall not be required for an increase in the amount of the Commitments pursuant to this Section, except that each Bank shall have the right to consent to an increase in the amount of its 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, absent an affirmative written response within 30 days after receipt of the 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 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 Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, other Banks by an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence Assignment and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000Acceptance Agreement. (bg) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject Subject to the approval of each Issuing Lender and foregoing, any increase requested by the Swingline Lender (such approval not to be unreasonably withheld), and the decision of any Lender to commit to an Optional Increase Borrower shall be at such ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower mayeffective as of the date agreed to by the Borrower, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender increasing Banks and the Issuing Lenders. Any such financial institution New Banks (if not already a Lender hereunderany) and shall become a party be in the principal amount equal to this Agreement (i) the amount which the consenting Banks are willing to commit to as a Lender, pursuant to a joinder agreement in form and substance reasonably satisfactory increases to the Administrative Agent and amount of their Commitments plus (ii) the Borrower. (c) As a condition precedent to amount offered by any New Banks. Upon the Optional Increaseeffectiveness of any such increase, the Borrower shall deliver issue replacement Notes to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting each affected Bank and new Notes 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 (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 Ratioseach New Bank, and the Borrower hereby agrees Commitments of each Bank will be adjusted 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 give effect to the increase in the Commitments contemplated and set forth in a new schedule issued by this Section 2.19the Administrative Agent.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may Borrowers may, by delivering to the Administrative Agent and the 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 not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 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. The Borrower Borrowers may, at its their own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 BorrowerBorrowers. (c) As a condition precedent to the Optional Increase, the Borrower Loan Parties shall deliver to the Administrative Agent a certificate of the Borrower Loan Parties dated the effective date of the Optional Increase, signed by a Responsible Officer Authorized Officers of the Borrowereach Loan Party, certifying that: (i) the resolutions adopted by the Borrower 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, inin 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 (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 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, subject to the limitations set forth in Section 2.08(f), and (ii) the amount of the Maximum Sublimit of each Borrower shall increase ratably on a percentage basis by the same percentage as the Commitments are increased; provided that a Borrower’s Sublimit shall at no time exceed such Borrower’s Maximum Sublimit.

Increases in Commitments. (a) Subject The Borrowers, acting jointly, shall have the right at any time to increase the terms and conditions of 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, on to become a "Lender" party to this Agreement or (in the case of 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 not already a Lender shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and from (ii) the Effective DateCommitment of any bank or other financial institution becoming a "Lender" party to this Agreement, and any increase in the Borrower may by delivering 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 not less than $10,000,000. (b) Any increase in the Total Commitment pursuant to Section 2.12(a) shall be effective only upon the execution and delivery to the Borrowers and 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 Lenders amount of the Commitment of any bank or other financial institution becoming a Notice "Lender" party to this Agreement or of Revolving Increase any increase in the form amount of Exhibit Ethe Commitment of any Lender already party to this Agreement, request increases (ii) the date such increase is to become effective (the Lenders’ Commitments " Commitment Increase Date ") and (each such requestiii) the amount, an “Optional Increase”subject to Section 2.12(c)(v); provided that, by which the Borrowers propose to increase the Parent Borrowing Limit. (c) Any increase in the Total Commitment pursuant to this Section 2.12 shall not be effective unless: (i) no Default shall have occurred and be continuing on the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; Commitment Increase Date; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 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 ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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 made by the Borrowers in Article V and the other Loan Documents are III 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 and correct in all respects) on and as of the effective Commitment Increase Date with the same force and effect as if made on and as of such date of the Optional Increase(or, 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 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 warranty was qualified 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 materiality no more than its proportionate amount; and (vi) the Administrative Agent shall have received each of (A) a certificate of the corporate secretary or reference assistant secretary of each of the Borrowers as to Material Adverse Effectthe taking of any corporate action necessary in connection with such increase and evidence of incumbency, inincluding specimen signatures, of officers and (B) if requested by the Administrative Agent or 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 increase and such other matters relating thereto as the Administrative Agent and its counsel may reasonably request. Each notice requesting an increase in the Total Commitment pursuant to this Section 2.12 shall constitute a certification to the effect set forth in clauses (i) and (ii) of the preceding sentence. (d) The Revolving Outstandings will No Lender shall at any time 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 required to pay any and all costs (if any) required pursuant agree to Section 2.12 incurred by any Lender in connection with the exercise a request of the Optional Increase. Each of the Lenders shall participate in any new Loans made on Borrowers to increase its Commitment or after such date in accordance with their respective Commitment Ratios after giving effect to the increase in Commitments contemplated by this Section 2.19obligations hereunder.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective DateAt any time, the Borrower may by delivering written notice to the Administrative Agent and the Lenders a Notice of Revolving Increase request one or more increases in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an a “Optional Revolving Credit Increase”); provided that: that (i) the Borrower may aggregate principal amount for all such Revolving Credit Increases shall not request any increase to the Commitments after the occurrence and during the continuance of a Default; exceed $100,000,000, (ii) the aggregate principal amount for each Optional Revolving Credit Increase shall not be in a minimum less than $20,000,000 or, if less, the remaining amount of $50,000,000 permitted pursuant to the foregoing clause (i), and (iii) the aggregate amount of all Optional Increases Borrower shall be permitted to request no more than $250,000,000. three (b3) Revolving Credit Increases during the term of this Agreement. Each Lender maysuch notice shall specify the date (each, but an “Increase Effective Date”) on which the Borrower proposes that any Revolving Credit Increase shall be effective, which shall be a date not be obligated toless 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, 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 Affiliate of any Lender to commit to an Optional Increase shall be at such ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions and/or any other Person reasonably acceptable satisfactory to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution Agent (if not already to be added as 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 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 Borrower. (c) As a condition precedent to the Optional Increase, Lenders shall have received from the Borrower shall deliver a Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent a certificate of Agent, that the Borrower dated is in compliance with the effective date of financial covenant set forth in Section 8.1 based on the Optional Increasefinancial statements most recently delivered pursuant to Section 7.3(a) or 7.3(b), signed by a Responsible Officer of the Borroweras applicable, certifying that: (i) the resolutions adopted by the Borrower 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) both before and after giving effect (on a pro forma basis) to the Optional Increase, (A) such Revolving Credit Increase (with any Revolving Credit Increase being deemed to be fully funded) and (B) any transaction permitted hereunder consummated in connection therewith; and (iii) each of the representations and warranties contained in Article V and the other Loan Documents are VI shall be true and correct in all material respects (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 true, correct and correct complete in all respects) , on such Increase Effective Date with the same effect as if made on and as of the effective such 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 for any such representation and warranty was qualified that by materiality or reference to Material Adverse Effectits terms is made only as of an earlier date, inwhich representation and warranty shall remain true and correct as of such earlier date). (dc) The On the applicable Increase Effective Date, the outstanding Revolving Outstandings Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders (including any new Lenders) in accordance with their revised Commitment Ratios, Percentages and the Lenders (including any new Lenders) agree to make all payments and adjustments necessary to effect such reallocation and the Borrower hereby agrees to shall pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender 4.9 in connection with such reallocation as if such reallocation were a repayment. (d) Each Revolving Credit Increase shall be on the exercise same terms and conditions, including maturity, Applicable Margin and commitment fees, applicable to the Revolving Credit Facility; provided that any upfront fees payable by the Borrower to the Lenders under any Revolving Credit Increase may differ from those payable under the then existing Commitments. (e) Each Revolving Credit Increase shall be effected pursuant to an amendment to this Agreement executed and delivered by the Borrower, the Administrative Agent and the applicable increasing Lenders (which may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Optional Increase. Each Administrative Agent, to effect the provisions 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 2.192.7). (f) The Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such Revolving Credit Increase) reasonably requested by Administrative Agent in connection with any such transaction.

Increases in Commitments. (a) Subject to the terms So long as no Event of Termination or Unmatured Event of Termination has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and each Purchaser, the Lenders Seller may request on a Notice of Revolving Increase one-time basis that the Purchasers ratably increase their respective Commitments, in the form of Exhibit Ean aggregate amount not to exceed $100,000,000; provided, that such request increases to the Lenders’ Commitments (each such request, for an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 25,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase and (bii) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject the time period within which such Purchasers and the Administrative Agent are requested to respond to the approval Seller’s request (which shall in no event be less than fifteen (15) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 notice to the Administrative Agent and the Borrower. (c) As a condition precedent to Purchasers). Each of the Optional Increase, the Borrower shall deliver to Purchasers and the Administrative Agent a certificate shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to 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 Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the Borrower dated requested increases in Commitments be allocated to one or 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. To the extent that the requested Commitment increase has been validly requested in accordance with this clause (g) and all or any portion of such validly requested increase has been declined by the Purchasers, the Seller may add up to two additional Persons to this Agreement as Purchasers in accordance with Section 14.03(i); provided, however, that the aggregate amount of new Commitments and Commitment increases effectuated pursuant to this clause (i) shall not exceed $100,000,000. If the Commitment of any Purchaser is increased or additional Person added as a Purchaser, in either case, in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the 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 Purchaser increasing or establishing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Optional Increase, signed by a Responsible Officer Board of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower Seller approving or consenting to such Optional Increase are attached thereto 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 Seller and (z) such resolutions are true other documents, agreements and correct opinions reasonably requested by such Purchaser or the Administrative Agent and have not been altered, amended or repealed and are in full force and effect, (ii) before and if applicable, rebalance Capital among the Purchasers such that after giving effect to thereto, 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 aggregate outstanding Capital 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 Optional Increase Purchasers is distributed ratably 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 2.19Purchasers.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the 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 not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 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 ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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, inin 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, 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 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 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. (a) Subject At any time prior to the terms Termination ------------------------ Date at the request of the Borrowers and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering upon notification to the Administrative Agent Agent, any Lender may increase the amount of its Commitment by executing an addendum hereto with the Obligors and the Lenders a Notice of Revolving Increase Administrative Agent, substantially in the form of Exhibit EH, request increases whereupon such Lender shall be bound by and entitled to the Lenders’ Commitments (each such requestbenefits of this Agreement with respect to the full amount of its Commitment as so increased, an “Optional Increase”); provided that: , after giving effect to any such increase, (i) -------- the Borrower may aggregate Commitments shall not request any increase to the Commitments after the occurrence exceed $1,500,000,000 and during the continuance of a Default; (ii) each Optional Increase no Lender shall have a Commitment which equals or exceeds 25% of the aggregate Commitments. Effective as of the date on which any such Lender increases its Commitment pursuant to the provisions of this Section 2.14, the aggregate Commitments shall be in a minimum increased by the amount of $50,000,000 and (iii) such Lender's additional Commitment. If on the aggregate date upon which such Lender increases its Commitment pursuant to this Section 2.14 there is an unpaid principal amount of all Optional Increases Syndicated Loans under Section 2.01, each Borrower to whom Syndicated Loans are outstanding shall be no more than $250,000,000. (b) Each borrow from such 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to through the Administrative Agent, subject to Section 6, an amount determined by multiplying the Swingline Lender 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 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 Borrower shall deliver to the Administrative Agent a certificate denominator of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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 (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 aggregate Commitments of the Lenders shall participate in any new Loans made on or after other than the amount of the additional Commitment of such date in accordance with their respective Commitment Ratios after giving effect 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 Commitments contemplated by this Section 2.19the Commitment of a Lender and of the amount of any borrowing from it hereunder made simultaneously upon such increase.

Increases in Commitments. (a) Subject The Commitments may be increased, with the consent of the Administrative Agent, the Collateral Agent, the Swing Line Lender, the Issuing Lenders, the Increasing Lenders, and the Borrower, at any time and from time to time, prior to the terms Termination Date in an aggregate principal amount of up to $55,000,000 as follows: (i) Not more than thirty (30) and conditions not less than fifteen (15) days prior to the proposed effective date of this Agreement, on and from the Effective Datesuch increase in Commitments, the Borrower may by delivering make a written request for such increase to the Administrative Agent 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 “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 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 advise the Borrower and the Administrative Agent whether or not such Lender agrees to all or any portion of such 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 receipt of such acceptances or declinations, the Administrative Agent shall notify the Borrower of the results of such request to the Lenders a Notice to so increase the Commitments by the Increase Amount. (iii) If the aggregate amount of Revolving 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 additional 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. The effectiveness of all such increases in Commitments are subject to the satisfaction of the following conditions: (A) each Lender that so elects to increase its Commitments (each an “Increasing Lender”), each New Lender, the Administrative Agent, each Issuing Lender, the Swing Line Lender and the Borrower shall have executed and delivered an agreement, substantially in the form of Exhibit E, request increases to the Lenders’ Commitments E (each such request, an “Optional IncreaseIncrease and New Lender Agreement”); provided that: (iB) the Borrower may not request any increase to the Commitments after the occurrence fees and during the continuance of a Default; other amounts (ii) each Optional Increase shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. (b) Each Lender mayincluding, 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lenderwithout limitation, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. (cSection 11.5) As a condition precedent to the Optional Increase, payable by the Borrower in connection with such increase shall deliver to the Administrative Agent have been paid; (C) any other amounts then due hereunder shall have been paid and (D) delivery of a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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 as to the Optional Increasematters set forth in Section 6.2(b), Section 6.2(c), and Section 6.2(d). (Aiv) Upon 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 EffectRequested Increase Effective Date, in which case, such representation and warranty shall be true and correct in all respects) on and as Schedule 1.0 of the effective date of Increase and New Lender Agreement, which shall reflect the Optional Increase, except to the extent that such representations Commitments 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 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 Percentages of the Lenders at such time, shall participate be deemed to supersede Schedule 1.0B hereto without any further action or consent of any party (other than in any new Loans made on or after respect of the Swing Line Commitment). The Administrative Agent shall cause a copy of such date in accordance with their respective Commitment Ratios after giving effect revised Schedule 1.0B to be available to the increase in Commitments contemplated by this Section 2.19Issuing Lenders and the Lenders.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may may, during the Availability Period by delivering to the Administrative Agent and the 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 not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000100,000,000. (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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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, inin 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, 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 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 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. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the 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 not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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, inin 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, 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 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 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.shall

Increases in Commitments. (a) Subject The Borrowers, acting jointly, shall have the right at any time to increase the terms and conditions aggregate amount of the Commitments hereunder to an amount not to exceed $1,250,000,000 by causing one or more banks or other financial institutions, which may include any Lender already party to this Agreement, on to become a “Lender” party to this Agreement or (in the case of 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 not already a Lender shall be subject to the consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed) and from (ii) the Effective DateCommitment of any bank or other financial institution becoming a “Lender” party to this Agreement, and any increase in 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 not less than $10,000,000. (b) Any increase in the aggregate amount of the Commitments pursuant to Section 2.10(a) hereof shall be effective only upon the execution and delivery by the Borrowers, the Borrower may by delivering Administrative Agent and each relevant bank, financial institution or Lender 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 three Business Days prior to the Commitment Increase Date and shall specify (i) the Lenders amount of the Commitment of such bank or other financial institution becoming a Notice “Lender” party to this Agreement or of Revolving Increase any increase in the form amount of Exhibit E, request increases the Commitment of such Lender and (ii) the date such increase is to become effective (the Lenders’ Commitments (each such request, an “Optional IncreaseCommitment Increase Date”); provided that. (c) Any increase in the aggregate amount of the Commitments pursuant to this Section 2.10 shall not be effective unless: (i) no Default shall have occurred and be continuing on the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; Commitment Increase Date; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 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 ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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 made by the Borrowers in Article V and Section 7 hereof (other than the other Loan Documents are Excluded Representations) 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 and correct in all respects) on and as of the effective Commitment Increase Date with the same force and effect as if made on and as of such date of the Optional Increase(or, 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 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 warranty was qualified 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 materiality 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) a certificate of the corporate secretary or reference assistant secretary of the Borrowers as to Material Adverse Effect, inthe taking of any corporate action necessary in connection with such increase and (y) 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 Commitments pursuant to this Section 2.10 shall constitute a certification to the effect set forth in clauses (i) and (ii) of the preceding sentence. (d) The Revolving Outstandings will No Lender shall at any time be reallocated by the Administrative Agent on the effective date required to agree to a request of any Optional Increase among the Lenders in accordance with their revised a Borrower to increase its 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 2.19obligations hereunder.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the 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 not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 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 ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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, inin 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, 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 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 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.shall

Increases in Commitments. (a) Subject to So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the terms and conditions prior written consent of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases LC Bank and upon prior notice to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not 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 increase time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after and the occurrence and Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the continuance life of a Defaultthis Agreement; (ii) provided, that each Optional Increase request for an increase and addition shall be in a minimum amount of $50,000,000 10,000,000; and (iii) provided, further, that the Borrower shall not have the right to request increases exceeding $25,000,000 in the aggregate amount during the life of all Optional Increases 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 be no more than $250,000,000. (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject specify the time period within which such Lenders and the Administrative Agent are requested to respond to the approval Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable notice to the Administrative Agent). Each Lender being asked to increase its Commitment, the Swingline Lender LC Bank and the Issuing LendersAdministrative 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 financial institution 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 (if not already a Lender hereunder) shall become a party to this Agreement as a or an additional Lender), pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (cor a new Person is added as Lender) As a condition precedent to in accordance with this clause (h), the Optional IncreaseAdministrative Agent, such Lender, the LC Bank and the Borrower shall deliver 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 a certificate or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Borrower dated the effective date Board of the Optional Increase, signed by a Responsible Officer Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate 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 enforceability opinion of counsel of the effective date of the Optional IncreaseBorrower and (z) such other documents, except to the extent that agreements and opinions reasonably requested by 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 Lender or reference to Material Adverse Effect, in (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 2.19Agent.

Increases in Commitments. (a) Subject to So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the terms and conditions prior written consent of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases LC Bank and upon prior notice to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not 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 increase time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Committed Lenders’ Commitments after and the occurrence and Commitments of all such additional Committed Lenders may not exceed $50,000,000 in the aggregate during the continuance life of a Defaultthis Agreement; (ii) provided, that each Optional Increase request for an increase and addition shall be in a minimum amount of $50,000,000 5,000,000. 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 (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 Administrative Agent are requested to respond to the approval Borrower’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable notice to the Administrative Agent). Each Committed Lender being asked to increase its Commitment, the Swingline Lender LC Bank and the Issuing LendersAdministrative 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 financial institution 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 (if not already a Lender hereunder) shall become a party to this Agreement as a or an additional Lender), pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. LC Bank shall be required in order to approve any such request. If the Commitment of any Committed Lender is increased (cor a new Person is added as Committed Lender) As a condition precedent to in accordance with this clause (g), the Optional IncreaseAdministrative Agent, such Lender, the LC Bank and the Borrower shall deliver 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 a certificate or any Committed Lender increasing its Commitment pursuant to this Section 2.02(g) may request any of (x) resolutions of the Borrower dated the effective date Board of the Optional Increase, signed by a Responsible Officer Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate 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 enforceability opinion of counsel of the effective date of the Optional IncreaseBorrower and (z) such other documents, except to the extent that agreements and opinions reasonably requested by 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 Lender or reference to Material Adverse Effect, in (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 2.19Agent.

Increases in Commitments. (a) Subject to the terms So long as no Event of Termination or Unmatured Event of Termination has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and each Purchaser, the Lenders Seller may request on a Notice of Revolving Increase one-time basis that the Purchasers ratably increase their respective Commitments, in the form of Exhibit Ean aggregate amount not to exceed $75,000,00025,000,000; provided, that such request increases to the Lenders’ Commitments (each such request, for an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 5,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase and (bii) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject the time period within which such Purchasers and the Administrative Agent are requested to respond to the approval Seller’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 notice to the Administrative Agent and the Borrower. (c) As a condition precedent to the Optional Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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 (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 IncreasePurchasers). Each of the Lenders Purchasers and the Administrative Agent shall participate notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in any new Loans made on or after its respective sole discretion, to make such date in accordance with their respective Commitment Ratios after giving effect to the ratable increase in Commitments contemplated by this Section 2.19.such Purchaser’s Commitment or otherwise agrees to 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 Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested

Increases in Commitments. (ai) Subject to the terms So long as no Event of Termination or Unmatured Event of Termination has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and each Purchaser, the Lenders Seller may request on a Notice of Revolving Increase one-time basis that the Purchasers ratably increase their respective Commitments, in the form of Exhibit Ean aggregate amount not to exceed 744072627 21691544 34 $50,000,000; provided, that such request increases to the Lenders’ Commitments (each such request, for an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (iiia) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase and (b) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject the time period within which such Purchasers and the Administrative Agent are requested to respond to the approval Seller’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 notice to the Administrative Agent and the BorrowerPurchasers). Each of the Purchasers and the Administrative Agent shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to 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 Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the requested increases in Commitments be allocated to one or 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. (cii) As So long as no Event of Termination or Unmatured Event of Termination has occurred and is continuing and so long as the 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 condition precedent 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 subject to the Optional Increasereasonable approval of the Administrative Agent, the Borrower shall deliver and provided further that each Augmenting Purchaser executes documentation in form and content satisfactory to the Administrative Agent to become a certificate “Purchaser” under this Agreement. (iii) If the Commitment of any Purchaser is increased or if any Augmenting Purchaser provides a new Commitment in accordance with this clause (g), the Borrower dated Administrative Agent, the Purchasers (including any Augmenting Purchaser), the Seller and the Master Servicer shall (i) determine the effective date with respect to such increased or new Commitment and shall enter into such documents as agreed to by such parties to document such increased or new Commitment; it being understood and agreed that the Administrative Agent or any Purchaser increasing its Commitment or providing a new Commitment pursuant to this clause (g) may request any of (x) resolutions of the Optional Increase, signed by a Responsible Officer Board of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower Seller approving or consenting to such Optional Increase are attached thereto new or increased Commitment and authorizing the execution, delivery and performance of any amendment to this Agreement, (y) a corporate and enforceability opinion of counsel of the Seller and (z) such resolutions are true other documents, agreements and correct opinions reasonably requested by such Purchaser or the Administrative Agent and have not been altered, amended or repealed and are in full force and effect, (ii) before and if applicable, rebalance Capital 744072627 21691544 35 among the Purchasers such that after giving effect to thereto, 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 aggregate outstanding Capital 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 Optional Increase Purchasers is distributed ratably 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 2.19Purchasers.

Increases in Commitments. (a) Subject to So long as no Event of Default or Unmatured Event of Default has occurred and is continuing, with the terms and conditions prior written consent of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the Lenders a Notice of Revolving Increase in the form of Exhibit E, request increases LC Bank and upon prior notice to the Lenders’ Commitments (each such request, an “Optional Increase”); provided that: (i) the Borrower may not 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 increase time following the Closing Date and prior to the Termination Date; provided, that any such increase in such Lenders’ Commitments after and the occurrence and Commitments of all such additional Lenders may not exceed $100,000,000 in the aggregate during the continuance life of a Defaultthis Agreement; (ii) provided, that each Optional Increase request for an increase and addition shall be in a minimum amount of $50,000,000 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 (iiiwhich shall in no event be less than ten (10) Business Days from the aggregate amount date of all Optional Increases shall be no more than $250,000,000. (b) delivery of such notice to the Administrative Agent). Each Lender maybeing asked to increase its Commitment, but the LC Bank and the Administrative Agent shall notify the Borrower within the applicable time period whether or not be obligated tosuch Person agrees, participate in any Optional Increaseits respective sole discretion, subject to the approval of each Issuing Lender and the Swingline Lender (such approval not increase 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing LendersCommitment. Any such financial institution Person not responding within such time period shall be deemed to have declined to consent to an increase in such ▇▇▇▇▇▇’s Commitment. For the avoidance of doubt, only the consent of the Lender then being asked to increase its Commitment (if not already a Lender hereunder) shall become a party to this Agreement as a or an additional Lender), pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower. LC Bank shall be required in order to approve any such request. If the Commitment of any Lender is increased (cor a new Person is added as Lender) As a condition precedent to in accordance with this clause (h), the Optional IncreaseAdministrative Agent, such Lender, the LC Bank and the Borrower shall deliver 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 a certificate or any Lender increasing its Commitment pursuant to this Section 2.01(h) may request any of (x) resolutions of the Borrower dated the effective date Board of the Optional Increase, signed by a Responsible Officer Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower approving or consenting to such Optional Increase are attached thereto Commitment increase and such resolutions are true authorizing the execution, delivery and correct and have not been altered, amended or repealed and are in full force and effectperformance of any amendment to this Agreement, (iiy) before a corporate 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 enforceability opinion of counsel of the effective date of the Optional IncreaseBorrower and (z) such other documents, except to the extent that agreements and opinions reasonably requested by 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 Lender or reference to Material Adverse Effect, in (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 IncreaseAgent. 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. (a) Subject to the terms So long as no Event of Termination or Unmatured Event of Termination has occurred and conditions of this Agreementis continuing, on and from the Effective Date, the Borrower may by delivering upon notice to the Administrative Agent and each Purchaser, the Lenders Seller may request on a Notice of Revolving Increase one-time basis that the Purchasers ratably increase their respective Commitments, in the form of Exhibit Ean aggregate amount not to exceed $25,000,000; provided, that such request increases to the Lenders’ Commitments (each such request, for an “Optional Increase”); provided that: (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 10,000,000. At the time of sending such notice with respect to the Purchasers, the Seller (in consultation with the Administrative Agent and the Purchasers) shall specify (iiii) the aggregate amount of all Optional Increases shall be no more than $250,000,000. such increase and (bii) Each Lender may, but shall not be obligated to, participate in any Optional Increase, subject the time period within which such Purchasers and the Administrative Agent are requested to respond to the approval Seller’s request (which shall in no event be less than ten (10) Business Days from the date of each Issuing Lender and the Swingline Lender (delivery of 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 notice to the Administrative Agent and the Borrower. (c) As a condition precedent to Purchasers). Each of the Optional Increase, the Borrower shall deliver to Purchasers and the Administrative Agent a certificate shall notify the Seller and the Master Servicer within the applicable time period whether or not such Person agrees, in its respective sole discretion, to make such ratable increase in such Purchaser’s Commitment or otherwise agrees to 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 Purchaser’s Commitment. In the event that one or more Purchasers fails to consent to all or any portion of any such request for an increase in its Commitment, the Seller may (in consultation with the Administrative Agent) request that any unaccepted portion of the Borrower dated requested increases in Commitments be allocated to one or more willing Purchaser 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. If the Commitment of any Purchaser is increased in accordance with this clause (g), the Administrative Agent, the Purchasers, the Seller and the 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 Purchaser increasing its Commitment pursuant to this clause (g) may request any of (x) resolutions of the Optional Increase, signed by a Responsible Officer Board of Directors of the Borrower, certifying that: (i) the resolutions adopted by the Borrower Seller approving or consenting to such Optional Increase are attached thereto 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 Seller and (z) such resolutions are true other documents, agreements and correct opinions reasonably requested by such Purchaser or the Administrative Agent and have not been altered, amended or repealed and are in full force and effect, (ii) before and if applicable, rebalance Capital among the Purchasers such that after giving effect to thereto, 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 aggregate outstanding Capital 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 Optional Increase Purchasers is distributed ratably 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 2.19Purchasers.

Increases in Commitments. ‌ (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the 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 not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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, inin 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, 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 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 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. (a) Subject During the period from the first anniversary of the Effective Date to the terms Termination Date at the request of the Borrowers and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering upon notification to the Administrative Agent Agent, any Lender may increase the amount of its Commitment by executing an addendum hereto with the Obligors and the Lenders a Notice of Revolving Increase Agent, substantially in the form of Exhibit EH, request increases whereupon such Lender shall be bound by and entitled to the Lenders’ Commitments (each such requestbenefits of this Agreement with respect to the full amount of its Commitment as so increased, an “Optional Increase”); provided that: , after giving effect to any such increase, (i) the Borrower may aggregate Commitments shall not request any increase to the Commitments after the occurrence exceed $1,000,000,000 and during the continuance of a Default; (ii) each Optional Increase no Lender shall have a Commitment which equals or exceeds 25% of the aggregate Commitments. Effective as of the date on which any such Lender increases its Commitment pursuant to the provisions of this Section 2.14, the aggregate Commitments shall be in a minimum increased by the amount of $50,000,000 and (iii) such Lender's additional Commitment. If on the aggregate date upon which such Lender increases its Commitment pursuant to this Section 2.14 there is an unpaid principal amount of all Optional Increases Syndicated Loans under Section 2.01, each Borrower to whom Syndicated Loans are outstanding shall be no more than $250,000,000. (b) Each borrow from such Lender may, but shall not be obligated to, participate in any Optional Increasethrough the Agent, subject to Section 6, an amount determined by multiplying the approval amount of each Issuing Lender 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 Swingline Lender (such approval not to be unreasonably withheld), and the decision denominator of any Lender to commit to an Optional Increase which shall be at such ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional the aggregate Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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 (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 other than the amount of the additional Commitment of such date in accordance with their respective Commitment Ratios after giving effect 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 Commitments contemplated by this Section 2.19the Commitment of a Lender and of the amount of any borrowing from it hereunder made simultaneously upon such increase.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the 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 not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 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 ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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, inin 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, 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 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 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. (ai) Subject If no Default has occurred and is continuing, the Company may, once during each calendar year prior to the terms Termination Date commencing May 2, 2000, request an increase in the aggregate Commitments, by giving written notice to the Agent and conditions of this Agreement, on and from the Effective Dateeach Bank (each such notice an "Increase Request"). Concurrently with delivering an Increase Request, the Borrower 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 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 the Administrative Agent Company and the Lenders 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 2.4(a)(i) and which shall be given no later than 10 Business Days after the date of Revolving 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 form of Exhibit E, request increases Consent Period or (y) fails to respond to the Lenders’ Commitments Company and the Agent within the Consent Period (each such request, 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 “Optional Increase”"Increasing Bank"); provided that:. (i) the Borrower may not request any increase to the Commitments after the occurrence and during the continuance of a Default; (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 the Increase Request to the Increasing Banks and New Bank(s) based on the ratio of each Optional Increasing Bank's commitment specified in its Commitment Increase shall be Notice (or New Bank in a minimum amount its commitment letter) to the aggregate of $50,000,000 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 the Increase Request, the Company 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 Company may add New Bank(s) with commitments up to the 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 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 rights and obligations 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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunder) shall become a party to this Agreement as a Lender, "Bank" hereunder pursuant to a joinder agreement in form accession documentation as the Agent shall specify and substance described below and (D) such New Bank is reasonably satisfactory to the Administrative Agent. If the Company does accept such commitments, the Agent shall allocate such commitments to each of the Increasing Banks and New Bank(s) based on the Borrowerratio 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. (civ) As a condition precedent Upon allocation of the increased commitments to the Optional IncreaseIncreasing Banks and/or New Bank(s), the Borrower 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 Administrative Increasing Banks and/or new notes to the New Bank(s) reflecting the Commitment of each Increasing Bank and New Bank. Such new and replacement notes, if any, shall be deemed to constitute a "Note" or "Notes" hereunder for all purposes and such new and increased commitments shall constitute a "Commitment" or "Commitments" hereunder for all purposes. The Agent a certificate shall promptly provide each of the Borrower dated Banks a revised Schedule 1 reflecting the effective date Commitments of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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 (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 2.19Banks.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective DateAt any time, the Borrower may by delivering written notice to the Administrative Agent and the Lenders a Notice of Revolving Increase request one or more increases in the form of Exhibit E, request increases to the Lenders’ Commitments (each such request, an a “Optional Revolving Credit Increase”); provided that: that (i) the Borrower may aggregate principal amount for all such Revolving Credit Increases shall not request any increase to the Commitments after the occurrence and during the continuance of a Default; exceed $100,000,000, (ii) the aggregate principal amount for each Optional Revolving Credit Increase shall not be in a minimum less than $20,000,000 or, if less, the remaining amount of $50,000,000 permitted pursuant to the foregoing clause (i), and (iii) the aggregate amount of all Optional Increases Borrower shall be permitted to request no more than $250,000,000. three (b3) Revolving Credit Increases during the term of this Agreement. Each Lender maysuch notice shall specify the date (each, but an “Increase Effective Date”) on which the Borrower proposes that any Revolving Credit Increase shall be effective, which shall be a date not be obligated toless 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, 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 Affiliate of any Lender to commit to an Optional Increase shall be at such ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions and/or any other Person reasonably acceptable satisfactory to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution Agent (if not already to be added as 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 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 Borrower. (c) As a condition precedent to the Optional Increase, Lenders shall have received from the Borrower shall deliver a Compliance Certificate demonstrating, in form and substance reasonably satisfactory to the Administrative Agent a certificate of Agent, that the Borrower dated is in compliance with the effective date of financial covenant set forth in Section 8.1 based on the Optional Increasefinancial statements most recently delivered pursuant to Section 7.3(a) or 7.3(b), signed by a Responsible Officer of the Borroweras applicable, certifying that: (i) the resolutions adopted by the Borrower 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) both before and after giving effect (on a pro forma basis) to the Optional Increase, (A) such Revolving Credit Increase (with any Revolving Credit Increase being deemed to be fully funded) and (B) any transaction permitted hereunder consummated in connection therewith; and (iii) each of the representations and warranties contained in Article V and the other Loan Documents are VI shall be true and correct in all material respects (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 true, correct and correct complete in all respects) , on such Increase Effective Date with the same effect as if made on and as of the effective such 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 for any such representation and warranty was qualified that by materiality or reference to Material Adverse Effectits terms is made only as of an earlier date, inwhich representation and warranty shall remain true and correct as of such earlier date). (dc) The On the applicable Increase Effective Date, the outstanding Revolving Outstandings Credit Loans and Commitment Percentages of Swingline Loans and L/C Obligations will be reallocated by the Administrative Agent on the effective date of any Optional Increase among the Lenders (including any new Lenders) in accordance with their revised Commitment Ratios, 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 hereby agrees to shall pay any and all costs (if any) required pursuant to Section 2.12 incurred by any Lender 4.9 in connection with such reallocation as if such reallocation were a repayment. (d) Each Revolving Credit Increase shall be on the exercise same terms and conditions, including maturity, Applicable Margin and commitment fees, applicable to the Revolving Credit Facility; provided that any upfront fees payable by the Borrower to the Lenders under any Revolving Credit Increase may differ from those payable under the then existing Commitments. (e) Each Revolving Credit Increase shall be effected pursuant to an amendment to this Agreement executed and delivered by the Borrower, the Administrative Agent and the applicable increasing Lenders (which may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Optional Increase. Each Administrative Agent, to effect the provisions 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 2.192.7). (f) The Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Loan Party authorizing such Revolving Credit Increase) reasonably requested by Administrative Agent in connection with any such transaction.

Increases in Commitments. (a) Subject The Company on behalf of itself or any one of the Tranche B-3 Borrowers, may by written notice to the 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 Lenders providing such new term loans (the “Incremental Term Loans”) or an increase in the Revolving Loan Commitment Amount (the “Incremental Revolving Commitments” and, together with the 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 (i) $250,000,000 (or 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 amounts so long as, on a pro forma basis on the date of incurrence, after giving effect to 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 any pro forma adjustments for transactions consummated in connection therewith, the 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 the 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 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 (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental 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) 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 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 (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 right of payment and security with the 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) entered into on the ClosingFirst Amendment Effective Date, if the All-In Yield exceeds the spread with respect to any then-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 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 conditions of this Agreementagreed that the foregoing calculation shall be made, on any Increased Amount Date on which Incremental Term Loans denominated in both Dollars and from Euros are established, by comparing (x) the Effective initial 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 Borrower may maturity date thereof shall not be earlier than the 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 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 delivering 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 being used to finance a Limited Condition Acquisition, then the condition set forth in this clause (xi) shall be limited to customary “SunGard” representations and warranties; and (xii) all fees and expenses owing to the Administrative Agent and the Lenders in respect of such Incremental Commitments shall have 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 Incremental Term Loans are made shall be designated as a Notice separate tranche (a “Tranche”) of Revolving Increase Term Loans for all purposes of this Agreement, except as the relevant Incremental Assumption Agreement otherwise provides. For the avoidance of doubt, the 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 form of Exhibit Eapplicable Incremental Assumption Agreement. (c) On any Increased Amount Date on which any Incremental Commitment becomes effective, request increases to the Lenders’ Commitments (i) each such requestlender with an Incremental Commitment (each, an “Optional IncreaseIncremental Lender”); provided that: ) (i) the Borrower may not request any increase other than with respect to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 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 ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender and the Issuing Lenders. Any such financial institution (if not already a Lender hereunderIncremental 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 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 as a Lendershall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the increase in the Revolving Loan Commitment Amount or the Term Loan Commitment Amount, pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and the BorrowerCompany may revise this Agreement to evidence such amendments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each increase in the Revolving Loan Commitment Amount or the Term Loan Commitment Amount. Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Company, take any and all action (including pursuant to amendments as specified in this Section 2.11) as may be reasonably necessary to ensure that, upon the effectiveness of each increase in the Revolving Loan Commitment Amount (i) 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. (cd) As a condition precedent to Each of the Optional Increase, the Borrower shall deliver to 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 outstanding U.S. DollarTranche B-1 Term Loans, Tranche B-2 Term Loans or EuroTranche B-3 Term Loans, as applicable, on a certificate pro rata basis. This may be accomplished at the discretion of the Borrower dated Administrative Agent by requiring each outstanding Eurocurrency Rate Borrowing or EURIBOR Rate Borrowing to be converted into a Base Rate Borrowing on the effective 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 Optional IncreaseLoans 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, signed by 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 Responsible Officer Eurocurrency Rate Borrowing or EURIBOR Rate Borrowing then, subject to Section 3.1.1, the interest rate applicable to such Incremental Term Loan for the remainder of such Interest Period shall equal the BorrowerEurocurrency Rate or EURIBOR Rate, certifying that: as applicable, for a period approximately equal to the remainder of such Interest Period (i) the resolutions adopted as determined by the Borrower approving or consenting to Administrative Agent two Business Days before the date such Optional Increase are attached thereto and such resolutions are true and correct and have not been alteredIncremental Term Loan is made) plus the Applicable Margin then in effect. In addition, 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 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 representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty Incremental Term Loans 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 ratably increased by the Administrative Agent on the effective date aggregate principal amount 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 2.19Incremental Term Loans.

Increases in Commitments. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may may, during the Availability Period by delivering to the Administrative Agent and the 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 not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 and (iii) the aggregate amount of all Optional Increases shall be no more than $250,000,000100,000,000. (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. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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, inin 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, 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 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 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. (a) Subject to the terms and conditions of this Agreement, on and from the Effective Date, the Borrower may by delivering to the Administrative Agent and the 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 not request any increase to the Commitments after the occurrence and during the continuance of a Default; (ii) each Optional Increase shall be in a minimum amount of $50,000,000 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 ▇▇▇▇▇▇’s sole discretion and shall be made in writing. The Borrower may, at its own expense, solicit additional Commitments from third party financial institutions reasonably acceptable to the Administrative Agent, the Swingline Lender 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 Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated the effective date of the Optional Increase, signed by a Responsible Officer of the Borrower, certifying that: (i) the resolutions adopted by the Borrower 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, inin 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, 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 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 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.shall