Common use of Commitment Fee; Reductions and Increases in Aggregate Commitment Clause in Contracts

Commitment Fee; Reductions and Increases in Aggregate Commitment. (i) The Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a commitment fee at a per annum rate equal to the Applicable Fee Rate (per the Pricing Schedule) on the average daily Available Aggregate Commitment from the date hereof to and including the Facility Termination Date, payable on each Payment Date hereafter and on the Facility Termination Date. The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $5,000,000 (or the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars), upon at least five Business Days' written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Dollar Amount of the Aggregate Outstanding Credit Exposure. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder. For purposes of calculating the commitment fee hereunder, the principal amount of each Advance made in an Agreed Currency other than Dollars shall be at any time the Dollar Amount of such Advance as determined on the most recent Computation Date with respect to such Advance. (ii) With the prior consent of the Agent (but without the consent of any other Lender), the Borrower may request to increase the Aggregate Commitment by up to $10,000,000 (not to exceed an Aggregate Commitment of $40,000,000). Any such request to increase the Aggregate Commitment shall be deemed to be a certification by the Borrower that at the time of such request, there exists no Default or Unmatured Default and the representations and warranties contained in Article V are true and correct as of such date or, if applicable only to a prior date, as of such prior date. Any request from the Borrower to increase the Aggregate Commitment shall be implemented by one or more existing Lenders (an "Increasing Lender") agreeing to increase their Commitments (provided that no Lender shall have any obligation to increase its Commitment) or by one or more new lenders (a "New Lender") agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent in consultation with the Borrower. Prior to any such increase in the Aggregate Commitment becoming effective, the Agent shall have received: (a) copies, certified by the secretary of the Borrower of its board of directors' resolutions and of resolutions or actions of any other body authorizing the increase in the Aggregate Commitment and the confirmation and ratification of all other Loan Documents; (b) a certificate, signed by the chief financial officer of the Borrower, showing that after giving effect to the increase in the Aggregate Commitment, no Default or Unmatured Default shall occur and the Borrower shall be in compliance with all covenants in this Agreement; (c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrower in connection with the increase in the Aggregate Commitment, certified as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Borrower, or if none are required, a certificate of such officer to that effect; (d) a confirmation and ratification of all Loan Documents signed by the Borrower and any Guarantors, in form and substance satisfactory to the Agent; (e) evidence satisfactory to the Agent that no Material Adverse Effect shall have occurred since the most recent financial statements provided to the Lenders hereunder; (f) any Increasing Lender, any New Lender and the Borrower shall execute and deliver all agreements the Agent or its counsel may have reasonably requested; and (g) such other documents and conditions as the Agent or its counsel may have reasonably requested. Increases and new Commitments created pursuant to this clause (ii) shall become effective on the date agreed among the Borrower, the Agent and the relevant Increasing and New Lenders, which date shall be on or after the date all the above conditions are satisfied, and any such New Lender shall become a Lender hereunder and any Increasing Lender's Commitment shall be increased on such effective date as specified in the agreements required pursuant to clause (g) above. On the effective date of any increase in the Aggregate Commitment, (A) each relevant Increasing Lender and New Lender shall make available to the Agent such amounts in immediately available funds, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender's portion of the outstanding Loans to equal its Pro Rata Share of the Aggregate Commitments and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any increase in the Aggregate Commitment (with such reborrowing to consist of the Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.08, and subject to Section 3.4).

Commitment Fee; Reductions and Increases in Aggregate Commitment. (ia) The Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a commitment fee at a per annum rate equal to the Applicable Fee Rate (per the Pricing Schedule) on the average daily Available Aggregate unused portion of such Lender’s Commitment from the date hereof to and including the Facility Termination Date, payable on each Payment Date hereafter and on the Facility Termination Date. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. (b) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $5,000,000 (or the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars)1,000,000, upon at least five Business Days' ’ written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Dollar Amount of the Aggregate Outstanding Credit Exposure. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder. For purposes of calculating the commitment fee hereunder, the aggregate principal amount of each Advance made in an Agreed Currency other than Dollars shall be at any time the Dollar Amount of such Advance as determined on the most recent Computation Date with respect to such Advanceoutstanding Advances. (iic) With the prior consent of the Agent (but without the consent of any other Lender)The Borrower may, the Borrower may request at its option, on up to two occasions, seek to increase the Aggregate Commitment by up to an aggregate amount of $10,000,000 25,000,000 (not to exceed an resulting in a maximum Aggregate Commitment of $40,000,00065,000,000) upon at least three (3) Business Days’ prior written notice to the Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Borrower shall, after giving such notice, first offer the increase in the Aggregate Commitment on a ratable basis to the Lenders (which may be declined by any Lender in its sole discretion). If any existing Lender does not accept the offer to increase its Commitment, the Borrower may offer the amount so declined to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Agent. No increase in the Aggregate Commitment shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Agent a document in form reasonably satisfactory to the Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Advance such that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility fees. The Borrower shall make any payments under Section 3.4 resulting from such assignments. Any such request to increase of the Aggregate Commitment shall be deemed subject to be a certification receipt by the Borrower that at the time of such request, there exists no Default or Unmatured Default and the representations and warranties contained in Article V are true and correct as of such date or, if applicable only to a prior date, as of such prior date. Any request Agent from the Borrower to increase the Aggregate Commitment shall be implemented by one or more existing Lenders (an "Increasing Lender") agreeing to increase their Commitments (provided that no Lender shall have any obligation to increase its Commitment) or by one or more new lenders (a "New Lender") agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent in consultation with the Borrower. Prior to any such increase in the Aggregate Commitment becoming effective, the Agent shall have received: (a) copies, certified by the secretary of the Borrower of its board of directors' resolutions and of resolutions or actions of any other body authorizing approving the increase in the Aggregate Commitment and the confirmation and ratification of all other Loan Documents; (b) a certificate, signed by the chief financial officer of the Borrower, showing that after giving effect to the increase in the Aggregate Commitment, no Default or Unmatured Default shall occur and the Borrower shall be in compliance with all covenants in this Agreement; (c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrower in connection with the increase in the Aggregate Commitment, certified as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Borrower, or if none are required, a certificate of such officer to that effect; (d) a confirmation and ratification of all Loan Documents signed by the Borrower and any Guarantors, in form and substance satisfactory to the Agent; (e) evidence satisfactory to the Agent that no Material Adverse Effect shall have occurred since the most recent financial statements provided to the Lenders hereunder; (f) any Increasing Lender, any New Lender and the Borrower shall execute and deliver all agreements the Agent or its counsel may have reasonably requested; and (g) such other supplemental opinions, resolutions, certificates and other documents and conditions as the Agent or its counsel may have reasonably requested. Increases and new Commitments created pursuant to this clause (ii) shall become effective on the date agreed among the Borrower, the Agent and the relevant Increasing and New Lenders, which date shall be on or after the date all the above conditions are satisfied, and any such New Lender shall become a Lender hereunder and any Increasing Lender's Commitment shall be increased on such effective date as specified in the agreements required pursuant to clause (g) above. On the effective date of any increase in the Aggregate Commitment, (A) each relevant Increasing Lender and New Lender shall make available to the Agent such amounts in immediately available funds, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender's portion of the outstanding Loans to equal its Pro Rata Share of the Aggregate Commitments and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any increase in the Aggregate Commitment (with such reborrowing to consist of the Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.08, and subject to Section 3.4)request.

Commitment Fee; Reductions and Increases in Aggregate Commitment. (i) 2.6.1 The Borrower agrees to pay to the Administrative Agent for the account of each Lender according to its Pro Rata Share a commitment fee at a per annum rate equal to the Applicable Fee Rate (per the Pricing Schedule) on the average daily Available Aggregate unused portion of such Lender’s Commitment (regardless of whether any condition set forth in Article II is then satisfied) from the date hereof to and including the Facility Termination Date, payable in arrears on each Table of Contents Payment Date hereafter and on the Facility Termination Date. Swing Line Loans shall not count as usage of any Lender’s Commitment for the purposes of calculating the commitment fee due hereunder. 2.6.2 The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples a minimum aggregate amount of $5,000,000 (10,000,000 or the Approximate Equivalent Amount if denominated any integral multiple of $1,000,000 in an Agreed Currency other than Dollars)excess thereof, upon at least five three Business Days' ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Dollar Amount of the Aggregate Outstanding Credit Exposure. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder. For purposes of calculating the commitment fee hereunder, the principal amount of each Advance made in an Agreed Currency other than Dollars shall be at any time the Dollar Amount of such Advance as determined on the most recent Computation Date with respect to such Advance. (ii) With the prior consent of the Agent (but without the consent of any other Lender)2.6.3 The Borrower may, the Borrower may request at its option, seek to increase the Aggregate Commitment by up to an aggregate amount of $10,000,000 75,000,000 (not to exceed an resulting in a maximum Aggregate Commitment of up to $40,000,000225,000,000) in a minimum amount of $15,000,000 and in integral multiples of $5,000,000 in excess thereof, upon prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Borrower may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the Commitments on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent. No increase in the Commitments shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Administrative Agent a document in form and substance reasonably satisfactory to the Administrative Agent pursuant to which each such existing Lender states the amount of its Commitment increase, each such new Lender becomes a party hereto, states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. The existing or new Lenders extending such incremental Commitment amount shall accept an assignment from the existing Lenders, and the existing Lenders shall make such assignment, of an interest in each then outstanding Revolving Loan, Swing Line Loan, Facility LC and Reimbursement Obligation such that, after giving effect thereto, all Revolving Loans, Swing Line Loans, Facility LCs and Reimbursement Obligations are held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and shall not be subject to the assignment fee set forth in Section 12.1(b). The Borrower shall make any payments under Section 3.4 resulting from such assignments. Any such request to increase of the Aggregate Commitment shall be deemed subject to be a certification receipt by the Borrower that at the time of such request, there exists no Default or Unmatured Default and the representations and warranties contained in Article V are true and correct as of such date or, if applicable only to a prior date, as of such prior date. Any request Administrative Agent from the Borrower to increase the Aggregate Commitment shall be implemented by one or more existing Lenders (an "Increasing Lender") agreeing to increase their Commitments (provided that no Lender shall have any obligation to increase its Commitment) or by one or more new lenders (a "New Lender") agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent in consultation with the Borrower. Prior to any such increase in the Aggregate Commitment becoming effective, the Agent shall have received: (a) copies, certified by the secretary of the Borrower of its board of directors' resolutions and of resolutions or actions of any other body authorizing the increase in the Aggregate Commitment and the confirmation and ratification of all other Loan Documents; (b) a certificate, signed by the chief financial officer of the Borrower, showing that after giving effect to the increase in the Aggregate Commitment, no Default or Unmatured Default shall occur and the Borrower shall be in compliance with all covenants in this Agreement; (c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrower in connection with the increase in the Aggregate Commitment, certified as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Borrower, or if none are required, a certificate of such officer to that effect; (d) a confirmation supplemental opinions, resolutions, certificates and ratification of all Loan Documents signed by the Borrower and any Guarantors, in form and substance satisfactory to the Agent; (e) evidence satisfactory to the Agent that no Material Adverse Effect shall have occurred since the most recent financial statements provided to the Lenders hereunder; (f) any Increasing Lender, any New Lender and the Borrower shall execute and deliver all agreements the Agent or its counsel may have reasonably requested; and (g) such other documents and conditions as the Administrative Agent or its counsel may have reasonably requested. Increases and new Commitments created pursuant to this clause (ii) shall become effective on the date agreed among the Borrower, the Agent and the relevant Increasing and New Lenders, which date shall be on or after the date all the above conditions are satisfied, and any such New Lender shall become a Lender hereunder and any Increasing Lender's Commitment shall be increased on such effective date as specified in the agreements required pursuant to clause (g) above. On the effective date of any increase in the Aggregate Commitment, (A) each relevant Increasing Lender and New Lender shall make available to the Agent such amounts in immediately available funds, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender's portion of the outstanding Loans to equal its Pro Rata Share of the Aggregate Commitments and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any increase in the Aggregate Commitment (with such reborrowing to consist of the Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.08, and subject to Section 3.4)request.

Commitment Fee; Reductions and Increases in Aggregate Commitment. (ia) The Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a commitment fee at a per annum rate equal to the Applicable Fee Rate (per the Pricing Schedule) .20% on the average daily Available Aggregate unused portion of such Lender’s Commitment from the date hereof to and including the Facility Termination Date, payable on each Payment Date hereafter and on the Facility Termination Date. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. (b) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $5,000,000 (or the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars)1,000,000, upon at least five Business Days' ’ written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Dollar Amount of the Aggregate Outstanding Credit Exposure. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder. For purposes of calculating the commitment fee hereunder, the aggregate principal amount of each Advance made in an Agreed Currency other than Dollars shall be at any time the Dollar Amount of such Advance as determined on the most recent Computation Date with respect to such Advanceoutstanding Advances. (iic) With the prior consent of the Agent (but without the consent of any other Lender)The Borrower may, the Borrower may request at its option, on up to two occasions, seek to increase the Aggregate Commitment by up to an aggregate amount of $10,000,000 (not to exceed an resulting in a maximum Aggregate Commitment of $40,000,000). Any 20,000,000) upon at least three (3) Business Days’ prior written notice to the Agent, which notice shall specify the amount of any such request to increase the Aggregate Commitment and shall be deemed to be delivered at a certification by the Borrower that at the time of such request, there exists when no Default or Unmatured Default has occurred and the representations and warranties contained in Article V are true and correct as of such date oris continuing; provided, if applicable only to a prior date, as of such prior date. Any request from that the Borrower to shall increase the Aggregate Commitment shall be implemented by one or more existing Lenders (an "Increasing Lender") agreeing to increase their Commitments (provided that no Lender shall have any obligation to increase its Commitment) or by one or more new lenders (a "New Lender") agreeing to become a Lender hereunder or by any combination of aggregate commitment under the foregoing, as determined LaSalle Credit Facility by the Agent in consultation with same amount at the Borrower. Prior to time of any such increase in the Aggregate Commitment becoming effectiveincrease. The Borrower shall, the Agent shall have received: (a) copiesafter giving such notice, certified by the secretary of the Borrower of its board of directors' resolutions and of resolutions or actions of any other body authorizing first offer the increase in the Aggregate Commitment and the confirmation and ratification of all other Loan Documents; (b) on a certificate, signed by the chief financial officer of the Borrower, showing that after giving effect ratable basis to the Lenders (which may be declined by any Lender in its sole discretion). If any existing Lender does not accept the offer to increase in the Aggregate its Commitment, no Default or Unmatured Default shall occur and the Borrower shall be in compliance with all covenants in this Agreement; (c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations may offer the amount so declined to one or filings required on the part of the Borrower in connection with the increase in the Aggregate Commitment, certified as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Borrower, more Lenders and/or to other Lenders or if none are required, a certificate of such officer to that effect; (d) a confirmation and ratification of all Loan Documents signed by the Borrower and any Guarantors, in form and substance satisfactory entities reasonably acceptable to the Agent; (e) evidence satisfactory to the Agent that no Material Adverse Effect shall have occurred since the most recent financial statements provided to the Lenders hereunder; (f) any Increasing Lender, any New Lender and the Borrower shall execute and deliver all agreements the Agent or its counsel may have reasonably requested; and (g) such other documents and conditions as the Agent or its counsel may have reasonably requested. Increases and new Commitments created pursuant to this clause (ii) shall become effective on the date agreed among the Borrower, the Agent and the relevant Increasing and New Lenders, which date shall be on or after the date all the above conditions are satisfied, and any such New Lender shall become a Lender hereunder and any Increasing Lender's Commitment shall be increased on such effective date as specified in the agreements required pursuant to clause (g) above. On the effective date of any increase in the Aggregate Commitment, (A) each relevant Increasing Lender and New Lender shall make available to the Agent such amounts in immediately available funds, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender's portion of the outstanding Loans to equal its Pro Rata Share of the Aggregate Commitments and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any No increase in the Aggregate Commitment shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Agent a document in form reasonably satisfactory to the Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. The Lenders (with new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Advance such reborrowing that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to consist their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility fees. The Borrower shall make any payments under Section 3.4 resulting from such assignments. Any such increase of the Loans, with related Interest Periods if applicable, specified in a notice delivered Aggregate Commitment shall be subject to receipt by the Agent from the Borrower in accordance with of such supplemental opinions, resolutions, certificates and other documents as the requirements of Section 2.08, and subject to Section 3.4)Agent may reasonably request.

Commitment Fee; Reductions and Increases in Aggregate Commitment. (ia) The Borrower agrees to pay to the Administrative Agent for the ratable account of each Lender according to its Pro Rata Share a commitment fee at a per annum rate equal to the Applicable Commitment Fee Rate (Percentage per the Pricing Schedule) annum on the average daily Available Aggregate unborrowed portion of such Lender's Commitment (without giving effect to any outstanding Swing Line Loans or Competitive Bid Loans) from the date hereof to and including the Facility Termination DateDate applicable to such Lender, payable in arrears on each Payment Date hereafter and on the Facility Termination Date. . (b) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders Lenders, in integral multiples a minimum amount of $5,000,000 (10,000,000 or the Approximate Equivalent Amount if denominated any integral multiple of $1,000,000 in an Agreed Currency other than Dollars)excess thereof, upon at least five three Business Days' written notice to the Administrative Agent, which notice shall specify the amount of any such reduction, ; provided, however, that the amount of the -------- ------- Aggregate Commitment may not be reduced below the Dollar Amount sum of (i) the aggregate principal amount of the Aggregate Outstanding outstanding Loans, plus (ii) the aggregate amount of the ---- outstanding Facility Letter of Credit ExposureObligations. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions Loans hereunder. For purposes of calculating the commitment fee hereunder, the principal amount of each Advance made in an Agreed Currency other than Dollars shall be at any time the Dollar Amount of such Advance as determined on the most recent Computation Date with respect to such Advance. (iic) With the prior consent of the Agent (but without the consent of any other Lender)The Borrower may, the Borrower may request from time to time, at its option, seek to increase the Aggregate Commitment by up to $10,000,000 100,000,000 in the aggregate (not to exceed an Aggregate Commitment of $40,000,000). Any such request to increase i.e., the Aggregate ---- Commitment shall not exceed $375,000,000) upon at least three (3) Business Days' prior notice to the Administrative Agent, which notice shall specify the amount of any such requested increase (which shall be deemed to in an amount not less than $25,000,000) and shall be delivered at a certification by the Borrower that at the time of such request, there exists when no Default or Unmatured Default and the representations and warranties contained in Article V are true and correct as of has occurred or is continuing. The Borrower may, after giving such date ornotice, if applicable only to a prior date, as of such prior date. Any request from the Borrower to increase the Aggregate Commitment shall be implemented by one or more existing Lenders (an "Increasing Lender") agreeing to increase their Commitments (provided that no Lender shall have any obligation to increase its Commitment) or by one or more new lenders (a "New Lender") agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent in consultation with the Borrower. Prior to any such increase in the Aggregate Commitment becoming effective, the Agent shall have received: (a) copies, certified by the secretary of the Borrower of its board of directors' resolutions and of resolutions or actions of any other body authorizing offer the increase in the Aggregate Commitment and the confirmation and ratification of all other Loan Documents; (b) a certificate, signed by the chief financial officer to any of the Borrowerexisting Lenders and/or to other banks, showing that after giving effect financial institutions or other entities acceptable to the increase Administrative Agent on a non pro-rata basis in the Aggregate Commitment, no Default or Unmatured Default shall occur and the Borrower shall be in compliance with all covenants in this Agreement; (c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrower in connection with the increase in the Aggregate Commitment, certified such amounts as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Borrower, or if none are required, a certificate of such officer to that effect; (d) a confirmation and ratification of all Loan Documents signed determined by the Borrower and any Guarantors, in form and substance satisfactory agreed to by the Administrative Agent; (e) evidence satisfactory . The Borrower may elect to the Agent that no Material Adverse Effect shall have occurred since the most recent financial statements provided to the Lenders hereunder; (f) any Increasing Lender, any New Lender and the Borrower shall execute and deliver all agreements the Agent or its counsel may have reasonably requested; and (g) such other documents and conditions as the Agent or its counsel may have reasonably requested. Increases and new Commitments created pursuant to this clause (ii) shall become effective on the date agreed among the Borrower, the Agent and the relevant Increasing and New Lenders, which date shall be on or after the date all the above conditions are satisfied, and any such New Lender shall become a Lender hereunder and any Increasing Lender's Commitment shall be increased on such effective date as specified in the agreements required pursuant to clause (g) above. On the effective date of any increase in the Aggregate Commitment, (A) each relevant Increasing Lender and New Lender shall make available to the Agent such amounts in immediately available funds, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender's portion of the outstanding Loans to equal its Pro Rata Share of the Aggregate Commitments and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any accept an increase in the Aggregate Commitment in an amount equal to the aggregate increased commitments offered to the Borrower. No increase in the Aggregate Commitment shall become effective until (i) the existing or new Lender extending such incremental commitment amount and the Borrower shall have executed and delivered to the Administrative Agent an agreement in writing in form and substance reasonably acceptable to the Administrative Agent pursuant to which such Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and (ii) the Borrower has provided the Administrative Agent with such reborrowing to consist related certificates, opinions and other documents as the Administrative Agent may reasonably request. In conjunction with such increase, the Lenders (new or existing) shall accept (and the existing Lenders shall make) an assignment at par of an interest in the LoansLoans and Facility Letter of Credit Obligations outstanding at the time of such Aggregate Commitment increase such that, with related Interest Periods if applicableafter giving effect thereto, specified in a notice delivered all Loans and Facility Letter of Credit Obligations are held by the Lenders on a pro-rata basis. The Borrower in accordance with the requirements of shall make any payments under Section 2.08, and subject to Section 3.4)3.4 resulting from such assignments.

Commitment Fee; Reductions and Increases in Aggregate Commitment. (ia) The Borrower agrees to pay to the Administrative Agent for the ratable account of each Lender according to its Pro Rata Share a commitment fee at a per annum rate equal to the Applicable Commitment Fee Rate (Percentage per the Pricing Schedule) annum on the average daily Available Aggregate unborrowed portion of such Lender’s Commitment (without giving effect to any outstanding Swing Line Loans or Competitive Bid Loans) from the date hereof to and including the Facility Termination DateDate applicable to such Lender, payable in arrears on each Payment Date hereafter and on the Facility Termination Date. . (b) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders Lenders, in integral multiples a minimum amount of $5,000,000 (10,000,000 or the Approximate Equivalent Amount if denominated any integral multiple of $1,000,000 in an Agreed Currency other than Dollars)excess thereof, upon at least five three Business Days' ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction, ; provided, however, that the amount of the Aggregate Commitment may not be reduced below the Dollar Amount sum of (i) the aggregate principal amount of the Aggregate Outstanding outstanding Loans, plus (ii) the aggregate amount of the outstanding Facility Letter of Credit ExposureObligations. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions Loans hereunder. For purposes of calculating the commitment fee hereunder, the principal amount of each Advance made in an Agreed Currency other than Dollars shall be at any time the Dollar Amount of such Advance as determined on the most recent Computation Date with respect to such Advance. (iic) With the prior consent of the Agent (but without the consent of any other Lender)The Borrower may, the Borrower may request from time to time, at its option, seek to increase the Aggregate Commitment by up to $10,000,000 100,000,000 in the aggregate (not to exceed an Aggregate Commitment of $40,000,000). Any such request to increase i.e., the Aggregate Commitment shall not exceed $250,000,000) upon at least three (3) Business Days’ prior notice to the Administrative Agent, which notice shall specify the amount of any such requested increase (which shall be deemed to in an amount not less than $25,000,000) and shall be delivered at a certification by the Borrower that at the time of such request, there exists when no Default or Unmatured Default and the representations and warranties contained in Article V are true and correct as of has occurred or is continuing. The Borrower may, after giving such date ornotice, if applicable only to a prior date, as of such prior date. Any request from the Borrower to increase the Aggregate Commitment shall be implemented by one or more existing Lenders (an "Increasing Lender") agreeing to increase their Commitments (provided that no Lender shall have any obligation to increase its Commitment) or by one or more new lenders (a "New Lender") agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent in consultation with the Borrower. Prior to any such increase in the Aggregate Commitment becoming effective, the Agent shall have received: (a) copies, certified by the secretary of the Borrower of its board of directors' resolutions and of resolutions or actions of any other body authorizing offer the increase in the Aggregate Commitment and the confirmation and ratification of all other Loan Documents; (b) a certificate, signed by the chief financial officer to any of the Borrowerexisting Lenders and/or to other banks, showing that after giving effect financial institutions or other entities acceptable to the increase Administrative Agent on a non pro-rata basis in the Aggregate Commitment, no Default or Unmatured Default shall occur and the Borrower shall be in compliance with all covenants in this Agreement; (c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrower in connection with the increase in the Aggregate Commitment, certified such amounts as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Borrower, or if none are required, a certificate of such officer to that effect; (d) a confirmation and ratification of all Loan Documents signed determined by the Borrower and any Guarantors, in form and substance satisfactory agreed to by the Administrative Agent; (e) evidence satisfactory . The Borrower may elect to the Agent that no Material Adverse Effect shall have occurred since the most recent financial statements provided to the Lenders hereunder; (f) any Increasing Lender, any New Lender and the Borrower shall execute and deliver all agreements the Agent or its counsel may have reasonably requested; and (g) such other documents and conditions as the Agent or its counsel may have reasonably requested. Increases and new Commitments created pursuant to this clause (ii) shall become effective on the date agreed among the Borrower, the Agent and the relevant Increasing and New Lenders, which date shall be on or after the date all the above conditions are satisfied, and any such New Lender shall become a Lender hereunder and any Increasing Lender's Commitment shall be increased on such effective date as specified in the agreements required pursuant to clause (g) above. On the effective date of any increase in the Aggregate Commitment, (A) each relevant Increasing Lender and New Lender shall make available to the Agent such amounts in immediately available funds, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender's portion of the outstanding Loans to equal its Pro Rata Share of the Aggregate Commitments and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any accept an increase in the Aggregate Commitment in an amount equal to the aggregate increased commitments offered to the Borrower. No increase in the Aggregate Commitment shall become effective until (i) the existing or new Lender extending such incremental commitment amount and the Borrower shall have executed and delivered to the Administrative Agent an agreement in writing in form and substance reasonably acceptable to the Administrative Agent pursuant to which such Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and (ii) the Borrower has provided the Administrative Agent with such reborrowing to consist related certificates, opinions and other documents as the Administrative Agent may reasonably request. In conjunction with such increase, the Lenders (new or existing) shall accept (and the existing Lenders shall make) an assignment at par of an interest in the LoansLoans and Facility Letter of Credit Obligations outstanding at the time of such Aggregate Commitment increase such that, with related Interest Periods if applicableafter giving effect thereto, specified in a notice delivered all Loans and Facility Letter of Credit Obligations are held by the Lenders on a pro-rata basis. The Borrower in accordance with the requirements of shall make any payments under Section 2.08, and subject to Section 3.4)3.4 resulting from such assignments.

Commitment Fee; Reductions and Increases in Aggregate Commitment. (ia) The Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a commitment fee at a per annum rate equal to the Applicable Fee Rate (per the Pricing Schedule) .20% on the average daily Available Aggregate unused portion of such Lender’s Commitment from the date hereof to and including the Facility Termination Date, payable on each Payment Date hereafter and on the Facility Termination Date. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. (b) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $5,000,000 (or the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars)1,000,000, upon at least five Business Days' ’ written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Dollar Amount of the Aggregate Outstanding Credit Exposure. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder. For purposes of calculating the commitment fee hereunder, the aggregate principal amount of each Advance made in an Agreed Currency other than Dollars shall be at any time the Dollar Amount of such Advance as determined on the most recent Computation Date with respect to such Advanceoutstanding Advances. (iic) With the prior consent of the Agent (but without the consent of any other Lender)The Borrower may, the Borrower may request at its option, on up to two occasions, seek to increase the Aggregate Commitment by up to an aggregate amount of $10,000,000 (not to exceed an resulting in a maximum Aggregate Commitment of $40,000,000). Any 20,000,000) upon at least three (3) Business Days’ prior written notice to the Agent, which notice shall specify the amount of any such request to increase the Aggregate Commitment and shall be deemed to be delivered at a certification by the Borrower that at the time of such request, there exists when no Default or Unmatured Default has occurred and the representations and warranties contained in Article V are true and correct as of such date oris continuing; provided, if applicable only to a prior date, as of such prior date. Any request from that the Borrower to shall increase the Aggregate Commitment shall be implemented by one or more existing Lenders (an "Increasing Lender") agreeing to increase their Commitments (provided that no Lender shall have any obligation to increase its Commitment) or by one or more new lenders (a "New Lender") agreeing to become a Lender hereunder or by any combination of aggregate commitment under the foregoing, as determined JPMCB Credit Facility by the Agent in consultation with same amount at the Borrower. Prior to time of any such increase in the Aggregate Commitment becoming effectiveincrease. The Borrower shall, the Agent shall have received: (a) copiesafter giving such notice, certified by the secretary of the Borrower of its board of directors' resolutions and of resolutions or actions of any other body authorizing first offer the increase in the Aggregate Commitment and the confirmation and ratification of all other Loan Documents; (b) on a certificate, signed by the chief financial officer of the Borrower, showing that after giving effect ratable basis to the Lenders (which may be declined by any Lender in its sole discretion). If any existing Lender does not accept the offer to increase in the Aggregate its Commitment, no Default or Unmatured Default shall occur and the Borrower shall be in compliance with all covenants in this Agreement; (c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations may offer the amount so declined to one or filings required on the part of the Borrower in connection with the increase in the Aggregate Commitment, certified as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Borrower, more Lenders and/or to other Lenders or if none are required, a certificate of such officer to that effect; (d) a confirmation and ratification of all Loan Documents signed by the Borrower and any Guarantors, in form and substance satisfactory entities reasonably acceptable to the Agent; (e) evidence satisfactory to the Agent that no Material Adverse Effect shall have occurred since the most recent financial statements provided to the Lenders hereunder; (f) any Increasing Lender, any New Lender and the Borrower shall execute and deliver all agreements the Agent or its counsel may have reasonably requested; and (g) such other documents and conditions as the Agent or its counsel may have reasonably requested. Increases and new Commitments created pursuant to this clause (ii) shall become effective on the date agreed among the Borrower, the Agent and the relevant Increasing and New Lenders, which date shall be on or after the date all the above conditions are satisfied, and any such New Lender shall become a Lender hereunder and any Increasing Lender's Commitment shall be increased on such effective date as specified in the agreements required pursuant to clause (g) above. On the effective date of any increase in the Aggregate Commitment, (A) each relevant Increasing Lender and New Lender shall make available to the Agent such amounts in immediately available funds, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender's portion of the outstanding Loans to equal its Pro Rata Share of the Aggregate Commitments and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any No increase in the Aggregate Commitment shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Agent a document in form reasonably satisfactory to the Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. The Lenders (with new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of a direct or participation interest in each then outstanding Advance such reborrowing that, after giving effect thereto, all credit exposure hereunder is held ratably by the Lenders in proportion to consist their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and facility fees. The Borrower shall make any payments under Section 3.4 resulting from such assignments. Any such increase of the Loans, with related Interest Periods if applicable, specified in a notice delivered Aggregate Commitment shall be subject to receipt by the Agent from the Borrower in accordance with of such supplemental opinions, resolutions, certificates and other documents as the requirements of Section 2.08, and subject to Section 3.4)Agent may reasonably request.

Commitment Fee; Reductions and Increases in Aggregate Commitment. (i) 2.6.1 The Borrower agrees to pay to the Administrative Agent for the account of each Lender according to its Pro Rata Share a commitment fee at a per annum rate equal to the Applicable Fee Rate (per the Pricing Schedule) on the average daily Available Aggregate unused portion of such Lender’s Commitment (regardless of whether any condition set forth in Article II is then satisfied) from the date hereof to and including the Facility Termination Date, payable in arrears on each Payment Date hereafter and on the Facility Termination Date. Swing Line Loans shall not count as usage of any Lender’s Commitment for the purposes of calculating the commitment fee due hereunder. 2.6.2 The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples a minimum aggregate amount of $5,000,000 (10,000,000 or the Approximate Equivalent Amount if denominated any integral multiple of $1,000,000 in an Agreed Currency other than Dollars)excess thereof, upon at least five three Business Days' ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Dollar Amount of the Aggregate Outstanding Credit Exposure. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder. For purposes of calculating the commitment fee hereunder, the principal amount of each Advance made in an Agreed Currency other than Dollars shall be at any time the Dollar Amount of such Advance as determined on the most recent Computation Date with respect to such Advance. (ii) With the prior consent of the Agent (but without the consent of any other Lender)2.6.3 The Borrower at its option may, the Borrower may request from time to time, seek to increase the Aggregate Commitment by up to an aggregate amount of $10,000,000 50,000,000 (not to exceed an resulting in a maximum Aggregate Commitment of $40,000,000)180,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such increase (which shall not be less than $10,000,000) and shall certify that no Default has occurred and is continuing. Any such request to increase the Aggregate Commitment shall be deemed to be a certification by the Borrower that at the time After delivery of such requestnotice, there exists no Default the Administrative Agent or Unmatured Default and the representations and warranties contained in Article V are true and correct as of such date orBorrower, if applicable only to a prior date, as of such prior date. Any request from the Borrower to increase the Aggregate Commitment shall be implemented by one or more existing Lenders (an "Increasing Lender") agreeing to increase their Commitments (provided that no Lender shall have any obligation to increase its Commitment) or by one or more new lenders (a "New Lender") agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent in consultation with the Administrative Agent, may offer the increase (which may be declined by any Lender in its sole discretion) in the Aggregate Commitment on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Administrative Agent and the Borrower. Prior to any such No increase in the Aggregate Commitment becoming effective, shall become effective until the Agent shall have received: (a) copies, certified by the secretary of the Borrower of its board of directors' resolutions and of resolutions existing or actions of any other body authorizing the increase in the Aggregate new Lenders extending such incremental Commitment and the confirmation and ratification of all other Loan Documents; (b) a certificate, signed by the chief financial officer of the Borrower, showing that after giving effect to the increase in the Aggregate Commitment, no Default or Unmatured Default shall occur amount and the Borrower shall be in compliance with all covenants in this Agreement; (c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on have delivered to the part of the Borrower in connection with the increase in the Aggregate Commitment, certified as true and correct in full force and effect as of the date of the increase by Administrative Agent a duly authorized officer of the Borrower, or if none are required, a certificate of such officer to that effect; (d) a confirmation and ratification of all Loan Documents signed by the Borrower and any Guarantors, document in form and substance reasonably satisfactory to the Agent; Administrative Agent pursuant to which (ei) evidence satisfactory any such existing Lender agrees to the Agent that no Material Adverse Effect shall have occurred since the most recent financial statements provided to the Lenders hereunder; (f) any Increasing Lenderamount of its Commitment increase, any New Lender and the Borrower shall execute and deliver all agreements the Agent or its counsel may have reasonably requested; and (g) such other documents and conditions as the Agent or its counsel may have reasonably requested. Increases and new Commitments created pursuant to this clause (ii) shall become effective on the date agreed among the Borrower, the Agent and the relevant Increasing and New Lenders, which date shall be on or after the date all the above conditions are satisfied, and any such New new Lender shall become agrees to its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and any Increasing Lender's Commitment shall be increased on hereunder, (iii) the Borrower accepts such effective date as specified in the agreements required pursuant to clause incremental Commitments, (giv) above. On the effective date of any increase in the Aggregate Commitment, (A) each relevant Increasing Lender and New Lender shall make available to the Agent such amounts in immediately available funds, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender's portion of the outstanding Loans to equal its Pro Rata Share of the Aggregate Commitments is specified and (Bv) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of certifies that on such date the date conditions for a new Loan set forth in Section 4.2 are satisfied. Upon the effectiveness of any increase in the Aggregate Commitment pursuant hereto, (with such reborrowing i) each Lender (new or existing) shall be deemed to consist have accepted an assignment from the existing Lenders, and the existing Lenders shall be deemed to have made an assignment to each new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Revolving Loan (in each case, on the terms and conditions set forth in the Assignment and Assumption) and (ii) the Swing Line Exposure and LC Exposure of the Loansexisting and new Lenders shall be automatically adjusted such that, with related Interest Periods if applicableafter giving effect to such assignments and adjustments, specified in a notice delivered the Aggregate Outstanding Credit Exposure hereunder is held ratably by the Borrower Lenders in accordance proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the requirements payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Facility LC fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Eurodollar Loan shall, for purposes of Section 2.08, and 3.3 be deemed prepayments of such Loan. Any increase of the Aggregate Commitment pursuant to this Section shall be subject to receipt by the Administrative Agent from the Borrower of such supplemental opinions, resolutions, certificates and other documents as the Administrative Agent may reasonably request. No consent of any Lender (other than the Lenders agreeing to new or increased Commitments) shall be required for any incremental Commitment provided or Loan made pursuant to this Section 3.4)2.6.

Commitment Fee; Reductions and Increases in Aggregate Commitment. (ia) The Borrower agrees to pay to the Administrative Agent for the ratable account of each Lender according to its Pro Rata Share a commitment fee at a per annum rate equal to the Applicable Commitment Fee Rate (Percentage per the Pricing Schedule) annum on the average daily Available Aggregate unborrowed portion of such Lender’s Commitment (without giving effect to any outstanding Swing Line Loans or Competitive Bid Loans) from the date hereof to and including the Facility Termination DateDate applicable to such Lender, payable in arrears on each Payment Date hereafter and on the Facility Termination Date. . (b) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders Lenders, in integral multiples a minimum amount of $5,000,000 (10,000,000 or the Approximate Equivalent Amount if denominated any integral multiple of $1,000,000 in an Agreed Currency other than Dollars)excess thereof, upon at least five three Business Days' ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction, ; provided, however, that the amount of the Aggregate Commitment may not be reduced below the Dollar Amount sum of (i) the aggregate principal amount of the Aggregate Outstanding outstanding Loans, plus (ii) the aggregate amount of the outstanding Facility Letter of Credit ExposureObligations. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions Loans hereunder. For purposes of calculating the commitment fee hereunder, the principal amount of each Advance made in an Agreed Currency other than Dollars shall be at any time the Dollar Amount of such Advance as determined on the most recent Computation Date with respect to such Advance. (iic) With the prior consent of the Agent (but without the consent of any other Lender)The Borrower may, the Borrower may request from time to time, at its option, seek to increase the Aggregate Commitment by up to $10,000,000 150,000,000 in the aggregate (not to exceed an Aggregate Commitment of $40,000,000). Any such request to increase i.e., the Aggregate Commitment shall not exceed $300,000,000) upon at least three (3) Business Days’ prior notice to the Administrative Agent, which notice shall specify the amount of any such requested increase (which shall be deemed to in an amount not less than $25,000,000) and shall be delivered at a certification by the Borrower that at the time of such request, there exists when no Default or Unmatured Default and the representations and warranties contained in Article V are true and correct as of has occurred or is continuing. The Borrower may, after giving such date ornotice, if applicable only to a prior date, as of such prior date. Any request from the Borrower to increase the Aggregate Commitment shall be implemented by one or more existing Lenders (an "Increasing Lender") agreeing to increase their Commitments (provided that no Lender shall have any obligation to increase its Commitment) or by one or more new lenders (a "New Lender") agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent in consultation with the Borrower. Prior to any such increase in the Aggregate Commitment becoming effective, the Agent shall have received: (a) copies, certified by the secretary of the Borrower of its board of directors' resolutions and of resolutions or actions of any other body authorizing offer the increase in the Aggregate Commitment and the confirmation and ratification of all other Loan Documents; (b) a certificate, signed by the chief financial officer to any of the Borrowerexisting Lenders and/or to other banks, showing that after giving effect financial institutions or other entities acceptable to the increase Administrative Agent on a non pro-rata basis in the Aggregate Commitment, no Default or Unmatured Default shall occur and the Borrower shall be in compliance with all covenants in this Agreement; (c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrower in connection with the increase in the Aggregate Commitment, certified such amounts as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Borrower, or if none are required, a certificate of such officer to that effect; (d) a confirmation and ratification of all Loan Documents signed determined by the Borrower and any Guarantors, in form and substance satisfactory agreed to by the Administrative Agent; (e) evidence satisfactory . The Borrower may elect to the Agent that no Material Adverse Effect shall have occurred since the most recent financial statements provided to the Lenders hereunder; (f) any Increasing Lender, any New Lender and the Borrower shall execute and deliver all agreements the Agent or its counsel may have reasonably requested; and (g) such other documents and conditions as the Agent or its counsel may have reasonably requested. Increases and new Commitments created pursuant to this clause (ii) shall become effective on the date agreed among the Borrower, the Agent and the relevant Increasing and New Lenders, which date shall be on or after the date all the above conditions are satisfied, and any such New Lender shall become a Lender hereunder and any Increasing Lender's Commitment shall be increased on such effective date as specified in the agreements required pursuant to clause (g) above. On the effective date of any increase in the Aggregate Commitment, (A) each relevant Increasing Lender and New Lender shall make available to the Agent such amounts in immediately available funds, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender's portion of the outstanding Loans to equal its Pro Rata Share of the Aggregate Commitments and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any accept an increase in the Aggregate Commitment in an amount equal to the aggregate increased commitments offered to the Borrower. No increase in the Aggregate Commitment shall become effective until (i) the existing or new Lender extending such incremental commitment amount and the Borrower shall have executed and delivered to the Administrative Agent an agreement in writing in form and substance reasonably acceptable to the Administrative Agent pursuant to which such Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and (ii) the Borrower has provided the Administrative Agent with such reborrowing to consist related certificates, opinions and other documents as the Administrative Agent may reasonably request. In conjunction with such increase, the Lenders (new or existing) shall accept (and the existing Lenders shall make) an assignment at par of an interest in the LoansLoans and Facility Letter of Credit Obligations outstanding at the time of such Aggregate Commitment increase such that, with related Interest Periods if applicableafter giving effect thereto, specified in a notice delivered all Loans and Facility Letter of Credit Obligations are held by the Lenders on a pro-rata basis. The Borrower in accordance with the requirements of shall make any payments under Section 2.08, and subject to Section 3.4)3.4 resulting from such assignments.

Commitment Fee; Reductions and Increases in Aggregate Commitment. (i) The Borrower agrees to pay to the Agent for the account of each Lender according to its Pro Rata Share a commitment fee at a equal to the per annum rate equal to percentage identified as the Applicable Fee Rate (per set forth in the Pricing Schedule) Schedule attached hereto on the average daily Available Aggregate unused portion of such Lender’s Commitment from the date hereof to and including the Facility Termination Date, payable on each Payment Date hereafter and on the Facility Termination Date. . (ii) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in a minimum aggregate amount of $10,000,000 or any integral multiples multiple of $5,000,000 (or the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars)excess thereof, upon at least five two Business Days' ’ written notice to the Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Dollar Amount aggregate principal amount of the Aggregate Outstanding Credit Exposureoutstanding Advances. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions Loans hereunder. For purposes of calculating the commitment fee hereunder, the principal amount of each Advance made in an Agreed Currency other than Dollars shall be at any time the Dollar Amount of such Advance as determined on the most recent Computation Date with respect to such Advance. (iiiii) With the prior consent of the Agent (but without the consent of any other Lender)The Borrower may, the Borrower may request at its option, on up to two occasions, seek to increase the Aggregate Commitment by up to an aggregate amount of $10,000,000 50,000,000 (not to exceed an resulting in a maximum Aggregate Commitment of $40,000,000)250,000,000) in a minimum amount of $10,000,000 and in integral multiples of $5,000,000 in excess thereof, upon at least three (3) Business Days’ prior written notice to the Agent, which notice shall specify the amount of any such increase and shall be delivered at a time when no Default or Unmatured Default has occurred and is continuing. The Borrower may, after giving such notice, offer the increase (which may be declined by any Lender in its sole discretion) in the Aggregate Commitment on either a ratable basis to the Lenders or on a non pro-rata basis to one or more Lenders and/or to other Lenders or entities reasonably acceptable to the Agent. No increase in the Aggregate Commitment shall become effective until the existing or new Lenders extending such incremental Commitment amount and the Borrower shall have delivered to the Agent a document in form and substance reasonably satisfactory to the Agent pursuant to which any such existing Lender states the amount of its Commitment increase, any such new Lender states its Commitment amount and agrees to assume and accept the obligations and rights of a Lender hereunder and the Borrower accepts such incremental Commitments. The Lenders (new or existing) shall accept an assignment from the existing Lenders, and the existing Lenders shall make an assignment to the new or existing Lender accepting a new or increased Commitment, of an interest in each then outstanding Advance such that, after giving effect thereto, all Advances are held ratably by the Lenders in proportion to their respective Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for the principal amount assigned plus accrued and unpaid interest and shall not be subject to the assignment fee set forth in Section 12.3.1. The Borrower shall make any payments under Section 3.4 resulting from such assignments. Any such request to increase of the Aggregate Commitment shall be deemed subject to be a certification receipt by the Borrower that at the time of such request, there exists no Default or Unmatured Default and the representations and warranties contained in Article V are true and correct as of such date or, if applicable only to a prior date, as of such prior date. Any request Agent from the Borrower to increase the Aggregate Commitment shall be implemented by one or more existing Lenders (an "Increasing Lender") agreeing to increase their Commitments (provided that no Lender shall have any obligation to increase its Commitment) or by one or more new lenders (a "New Lender") agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent in consultation with the Borrower. Prior to any such increase in the Aggregate Commitment becoming effective, the Agent shall have received: (a) copies, certified by the secretary of the Borrower of its board of directors' resolutions and of resolutions or actions of any other body authorizing the increase in the Aggregate Commitment and the confirmation and ratification of all other Loan Documents; (b) a certificate, signed by the chief financial officer of the Borrower, showing that after giving effect to the increase in the Aggregate Commitment, no Default or Unmatured Default shall occur and the Borrower shall be in compliance with all covenants in this Agreement; (c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of the Borrower in connection with the increase in the Aggregate Commitment, certified as true and correct in full force and effect as of the date of the increase by a duly authorized officer of the Borrower, or if none are required, a certificate of such officer to that effect; (d) a confirmation supplemental opinions, resolutions, certificates and ratification of all Loan Documents signed by the Borrower and any Guarantors, in form and substance satisfactory to the Agent; (e) evidence satisfactory to the Agent that no Material Adverse Effect shall have occurred since the most recent financial statements provided to the Lenders hereunder; (f) any Increasing Lender, any New Lender and the Borrower shall execute and deliver all agreements the Agent or its counsel may have reasonably requested; and (g) such other documents and conditions as the Agent or its counsel may have reasonably requested. Increases and new Commitments created pursuant to this clause (ii) shall become effective on the date agreed among the Borrower, the Agent and the relevant Increasing and New Lenders, which date shall be on or after the date all the above conditions are satisfied, and any such New Lender shall become a Lender hereunder and any Increasing Lender's Commitment shall be increased on such effective date as specified in the agreements required pursuant to clause (g) above. On the effective date of any increase in the Aggregate Commitment, (A) each relevant Increasing Lender and New Lender shall make available to the Agent such amounts in immediately available funds, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender's portion of the outstanding Loans to equal its Pro Rata Share of the Aggregate Commitments and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any increase in the Aggregate Commitment (with such reborrowing to consist of the Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.08, and subject to Section 3.4)request.

Commitment Fee; Reductions and Increases in Aggregate Commitment. (ia) The Borrower agrees to pay to the Administrative Agent for the account of each Lender (other than Defaulting Lenders) according to its Pro Rata Share a commitment fee at a per annum rate equal to the product of (i) the Applicable Fee Rate Margin times (per ii) the Pricing Schedule) on actual daily amount by which the average daily Available Aggregate Commitment Commitments exceed the sum of the Aggregate Outstanding Credit Exposure, from the date hereof to and including the later of the Facility Termination DateDate and the date all Loans and Reimbursement Obligations have been paid in full, payable on each Payment Date hereafter and on the Facility Termination Date. . (b) The Borrower may permanently reduce the Aggregate Commitment in whole, or in part ratably among the Lenders in integral multiples of $5,000,000 (or the Approximate Equivalent Amount if denominated in an Agreed Currency other than Dollars)5,000,000, upon at least five three (3) Business Days' ’ written notice to the Administrative Agent, which notice shall specify the amount of any such reduction, provided, however, that the amount of the Aggregate Commitment may not be reduced below the Dollar Amount of the Aggregate Outstanding Credit Exposure. All accrued commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Credit Extensions hereunder. For purposes of calculating the commitment fee hereunder, the principal amount of each Advance made in an Agreed Currency other than Dollars shall be at any time the Dollar Amount of such Advance as determined on the most recent Computation Date with respect to such Advance. (iic) With the prior consent of the Agent (but without the consent of any other Lender)The Borrower may, the Borrower may request at its option, on up to two occasions, seek to increase the Aggregate Commitment by up to an aggregate amount of $10,000,000 125,000,000 (not to exceed an resulting in a maximum Aggregate Commitment of $40,000,000). Any 325,000,000) upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any such request to increase the Aggregate Commitment and shall be deemed to be delivered at a certification by the Borrower that at the time of such request, there exists when no Default or Unmatured Default has occurred and is continuing. The Borrower may, after giving such notice, offer the representations and warranties contained increase (which may be declined by any Lender in Article V are true and correct as of such date or, if applicable only to a prior date, as of such prior date. Any request from the Borrower to increase its sole discretion) in the Aggregate Commitment shall be implemented by on either a ratable basis to the Lenders or on a non pro-rata basis to one or more existing Lenders (an "Increasing Lender") agreeing and/or to increase their Commitments (provided that no Lender shall have any obligation other Lenders or entities reasonably acceptable to increase its Commitment) or by one or more new lenders (a "New Lender") agreeing to become a Lender hereunder or by any combination of the foregoing, as determined by the Agent in consultation with the BorrowerAdministrative Agent. Prior to any such No increase in the Aggregate Commitment becoming effective, shall become effective until the Agent shall have received: (a) copies, certified by the secretary of the Borrower of its board of directors' resolutions and of resolutions existing or actions of any other body authorizing the increase in the Aggregate new Lenders extending such incremental Commitment and the confirmation and ratification of all other Loan Documents; (b) a certificate, signed by the chief financial officer of the Borrower, showing that after giving effect to the increase in the Aggregate Commitment, no Default or Unmatured Default shall occur amount and the Borrower shall be in compliance with all covenants in this Agreement; (c) copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on have delivered to the part of the Borrower in connection with the increase in the Aggregate Commitment, certified as true and correct in full force and effect as of the date of the increase by Administrative Agent a duly authorized officer of the Borrower, or if none are required, a certificate of such officer to that effect; (d) a confirmation and ratification of all Loan Documents signed by the Borrower and any Guarantors, document in form and substance reasonably satisfactory to the Agent; (e) evidence satisfactory Administrative Agent pursuant to which any such existing Lender states the Agent that no Material Adverse Effect shall have occurred since the most recent financial statements provided to the Lenders hereunder; (f) any Increasing Lenderamount of its Commitment increase, any New such new Lender states its Commitment amount and agrees to assume and accept the Borrower shall execute obligations and deliver all agreements the Agent or its counsel may have reasonably requested; and (g) such other documents and conditions as the Agent or its counsel may have reasonably requested. Increases and new Commitments created pursuant to this clause (ii) shall become effective on the date agreed among the Borrower, the Agent and the relevant Increasing and New Lenders, which date shall be on or after the date all the above conditions are satisfied, and any such New Lender shall become rights of a Lender hereunder and any Increasing Lender's Commitment shall be increased on such effective date as specified in the agreements required pursuant to clause (g) above. On the effective date of any increase in the Aggregate Commitment, (A) each relevant Increasing Lender and New Lender shall make available to the Agent such amounts in immediately available funds, for the benefit of the other relevant Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other relevant Lenders, each Lender's portion of the outstanding Loans to equal its Pro Rata Share of the Aggregate Commitments and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Loans as of the date of any increase in the Aggregate Commitment (with accepts such reborrowing to consist of the Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower in accordance with the requirements of Section 2.08, and subject to Section 3.4).incremental