Common use of Commitment Increase Clause in Contracts

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice to the Administrative Agent, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretion.

Commitment Increase. The (a) Subject to the terms and conditions set forth herein, the Borrower mayshall have the right, without the consent of the Lenders, to cause an increase in the Commitments of the Lenders (a “Commitment Increase”) by giving at least 15 Business Days’ notice adding to this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, propose that the Aggregate Facility Amount Swingline Lender and each Issuing Bank (not to be increased unreasonably withheld, delayed or conditioned) (each such proposed increase being each, a “Commitment IncreaseCI Lender”), through an increase of the Commitment of ) or by allowing one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Dateincrease their respective Commitments; provided the following limitations shall apply: that (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred and be continuing on as of the relevant Commitment Increase Date Effective Date, (ii) no such Commitment Increase shall be less than $25,000,000, unless the Administrative Agent otherwise consents to a smaller amount (iii) the aggregate amount of all such Commitment Increases shall not exceed $750,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), (v) upon any increase in the Commitments pursuant to this Section 2.02, the Multicurrency Commitments of the Lenders shall result from be adjusted to reflect all Lenders’ (including any CI Lender’s) Applicable Percentage of the Multicurrency Commitments at such time and (vi) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans; provided further that no Commitment Increase shall increase the Alternative Currency LC Sublimit or the total Multicurrency Commitments without the consent of each Lender. (b) The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, and (Eii) the representations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and warranties in Article V shall be true in all material respects on (iv) the amount of the respective Commitments of the then existing Lenders and as of the CI Lenders from and after the Commitment Increase Date as if made on and Effective Date. (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date. The Administrative Agent shall notify the Lenders , (i) each CI Lender shall, by wire transfer of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increaseimmediately available funds, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice such CI Lender’s New Funds Amount, which amount (A) shall be denominated in which the same currency as such outstanding Loans and (B) for each such CI Lender, shall constitute Loans made by such CI Lender shall set forth to the maximum Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase in its Commitment shall, by wire transfer of immediately available funds, deliver to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent such Lender’s New Funds Amount, which amount (A) shall promptly provide be denominated in the same currency as such outstanding Loans and (B) for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a copy prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Increasing Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Lender’s notice. The Administrative Agent shall cooperate with increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the Borrower in discussions with aggregate Commitments after giving effect to any Commitment Increase, times the Lenders and Eligible Assignees with a view aggregate principal amount of the outstanding Loans immediately prior to arranging giving effect to such Commitment Increase, if any, as of any proposed Commitment Increase through Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase Effective Date (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject without regard to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations effect of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by borrowings made on such Commitment Increase Effective Date after giving effect to the Borrower in its sole discretionCommitment Increase occurring on such Commitment Increase Effective Date).

Commitment Increase. The Borrower mayFrom time to time after the Closing Date, by giving at least 15 Business Days’ notice to the Administrative Agent, propose that the Aggregate Facility Amount Revolving Commitments may be increased (each but in no event in excess of $50,000,000 in the aggregate for all such proposed increase being increases) (the “Commitment Increase Cap”) such that the aggregate Revolving Commitments shall at no time exceed $450,000,000 (any such increase, a “Commitment Increase”), through an increase ) at the option of Borrower pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent if each of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall applyconditions have been met: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Da) no Default or Event of Default shall have occurred and be continuing on the relevant exist or would result from such Commitment Increase; (b) no Commitment Increase Date may be in an amount less than $10,000,000; (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase; (d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or shall result from a portion of the Commitment Increase (each such Lender, a “New Lender”); (e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and (Ef) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed have received (i) an agreement setting forth such Commitment Increase promptly upon its receipt of notice from the Borrower Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender will consider other than those Lenders, if any, which have agreed to increase their Revolving Commitments in good faith any connection with such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether . After giving effect to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a any Commitment Increase, each Lender it may be the case that is willing the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to increase its remedy the foregoing, on the effective date of the applicable Commitment hereunder Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall deliver make payments to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment)Agent, and the Administrative Agent shall promptly provide agrees, upon receipt of all such payments, to disburse such amounts to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase Pro Rate Percentages hereunder (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject after giving effect to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayedapplicable Commitment Increase); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretion.

Commitment Increase. The Borrower mayBy executing and delivering this Agreement, by giving at least 15 Business Days’ notice the Additional Lender hereby becomes a party to the Administrative AgentCredit Agreement as a Lender thereunder with the same force and effect as if originally named therein as a Lender and, propose that without limiting the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase generality of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”)foregoing, as the Borrower may determine, hereby expressly assumes all effective as obligations and liabilities of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such datethereunder. The Administrative Agent shall notify hereby approves the Lenders Additional Lender as an Eligible Assignee. The Additional Lender hereby extends to the Borrower, subject to and on the terms and conditions set forth in the Credit Agreement, a Revolver Commitment in the amount of $20,000,000, from and after the Effective Date of this Agreement, and agrees to perform in accordance with the terms thereof all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a proposed Commitment Increase promptly upon its receipt Lender thereunder. The Additional Lender represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) from and after the Effective Date of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increasethis Agreement, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt bound by the provisions of the Borrower’s notice proposing Credit Agreement as a Lender thereunder and shall have and perform all of the obligations of a Lender thereunder, and (iii) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements of the Borrower delivered pursuant to Section 5.01 of the Credit Agreement, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to extend the Revolver Commitment Increaseto the Borrower pursuant to the terms of the Credit Agreement, each Lender that is willing to increase its Commitment hereunder shall deliver to on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent a notice in which such or any other Lender. The Additional Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment)agrees that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall promptly provide deem appropriate at the time, continue to make its own credit decisions and analysis in taking or not taking action under the Credit Agreement or any other Loan Documents. Cadence Bank hereby extends to the Borrower Borrower, subject to and on the terms and conditions set forth in the Credit Agreement, a copy Revolver Commitment in the amount of such Increasing Lender’s notice$22,500,000, from and after the Effective Date of this Agreement, and agrees to perform in accordance with the terms thereof all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender thereunder. The Administrative Agent shall cooperate Required Lenders hereby waive the requirement set forth in Section 2.14(d)(i)(F) for a legal opinion in connection with the Borrower Commitment Increase contemplated by this Agreement. The Required Lenders hereby waiver the requirement set forth in discussions Section 2.14(a) for a ten (10) days notice period in connection with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionIncrease.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agentterms and conditions set forth herein, propose that the Aggregate Facility Amount be increased Borrower shall have the right, without the consent of the Lenders, to cause an increase in the Commitments of the Lenders (each such proposed increase being a “Commitment Increase”)) by adding to this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and each Issuing Bank (not to be unreasonably withheld, through an increase of the Commitment of delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders to increase their respective Commitments with the consent of each Issuing Bank (each an “Increasing Lender”) and/or the addition of one not to be unreasonably withheld, delayed or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”conditioned), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: that (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred and be continuing on as of the relevant Commitment Increase Date or Effective Date, (ii) no such Commitment Increase shall be less than $10,000,000 and in integral multiples of $5,000,000, (iii) no such Commitment Increase shall result from in the Aggregate Commitment Amount exceeding $1,000,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans. (b) The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, and (Eii) the representations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and warranties in Article V shall be true in all material respects on (iv) the amount of the respective Commitments of the then existing Lenders and as of the CI Lenders from and after the Commitment Increase Effective Date (as if made on and defined below). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date. The Administrative Agent shall notify the Lenders , (i) each CI Lender shall, by wire transfer of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increaseimmediately available funds, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender shall set forth to the maximum Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase in its Commitment shall, by wire transfer of immediately available funds, deliver to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall promptly provide constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a copy prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Increasing Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Lender’s notice. The Administrative Agent shall cooperate with increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the Borrower in discussions with aggregate Commitments after giving effect to any Commitment Increase, times the Lenders and Eligible Assignees with a view aggregate principal amount of the outstanding Loans immediately prior to arranging giving effect to such Commitment Increase, if any, as of any proposed Commitment Increase through Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase Effective Date (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject without regard to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations effect of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by borrowings made on such Commitment Increase Effective Date after giving effect to the Borrower in its sole discretionCommitment Increase occurring on such Commitment Increase Effective Date).

Commitment Increase. The (a) Borrower may, may by giving at least 15 Business Days’ written notice to the Administrative Agent, propose that on no more than one occasion, elect to request the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment establishment of one or more existing Lenders new term loan commitments (each an the “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming LenderNew Term Loan Commitments”), as (i) in an aggregate amount equal to (A) the Borrower may determineWachovia Pay Down Amount less (B) all Pro Rata Share payments of principal that would have been payable to Wachovia Bank, all effective as National Association since the date of a the Wachovia Non Pro Rata Pay Down had the Wachovia Non Pro Rata Pay Down not occurred and (ii) not less than $1,000,000 individually (or such lesser amount which shall be approved by Agent). Such notice shall specify (A) the date (the “Commitment Increase Increased Amount Date”) on which Borrower proposes that the New Term Loan Commitments shall be specified in effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Agent and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect identity of each Lender or other Person that is an Assignee under Section 11.11 of this Agreement (each, a “New Term Loan Lender”) to whom Borrower proposes any portion of such New Term Loan Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Commitment New Term Loan Commitments may elect or decline, in its sole discretion, to provide a New Term Loan Commitment. Such New Term Loan Commitments shall become effective, as of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, such Increased Amount Date; provided that (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D1) no Default or Event of Default shall have occurred and be continuing exist on the relevant Commitment Increase such Increased Amount Date before or shall result from the proposed Commitment Increaseafter giving effect to such New Term Loan Commitments, and as applicable; (E2) the representations Wachovia Non Pro Rata Pay Down shall have occurred; (3) Borrower and warranties in Article V its Subsidiaries shall be true in all material respects on and pro forma compliance with each of the covenants set forth in Section 8 as of the Commitment Increase Date as if made on and as last day of the most recently ended Fiscal Quarter after giving effect to such date. The Administrative New Term Loan Commitments; (4) the Agent shall notify have received amendments to this Agreement, a joinder agreement for any New Term Loan Lender and all other promissory notes, agreements, documents and instruments requested by the Lenders of a proposed Commitment Increase promptly upon Agent in its receipt of notice from reasonable discretion evidencing and setting forth the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt conditions of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionNew Term Loan Commitments.

Commitment Increase. (a) The Borrower mayBorrowers may at any time or from time to time after the Effective Date (but no more than twice in any calendar year), by giving at least 15 Business Days’ notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), propose that request one or more increases in the Aggregate Facility Amount be increased amount of the Commitments (each such proposed increase being increase, a “Commitment Increase”), through an increase ; provided that upon the effectiveness of the Commitment of one or more existing Lenders any Incremental Amendment (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”defined below), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant and each Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all material respects on and as remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increase Date as if made on and as of such dateIncreases shall not exceed $125,000,000. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of Each notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether Borrowers pursuant to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender this Section 2.19 shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase requested amount of the Commitments relevant Commitment Increase. Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of one any Commitment Increase) or more of the Lenders and/or the addition of one or more by any other Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase Assignee (provided that any required approval of such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of by the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations and the commitment of any such Eligible Assignee to the relevant Commitment Increase is at least $5,000,000). Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to Schedule I (with a joinder agreement in the case of Commitments hereunder any Eligible Assignee providing any portion of such Commitment Increases), executed by the Administrative Agent, each Lender and Eligible Assignee that is in each case agreeing to provide any portion of the relevant Commitment Increase, and the Borrowers. Any such Incremental Amendment 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 (including any allocation increase in the Applicable Margin and the fees set out in Sections 2.09), provided that any such increase shall apply to and be for the benefit of all the Lenders), in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.19. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.02 (it being understood that all references to “the date of such Borrowing, issuance or renewal” or similar language in such Section 3.02 shall be deemed to refer to in such instance to the effective date of such Incremental Amendment). The Borrowers may use Commitment Increases for any purpose not prohibited by this Agreement. (b) Upon each increase in the Commitments pursuant to this Section 2.19, (x) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Commitment Increase (each a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment and (y) if, on the date of such increase, there are any Advances outstanding, portions of such Advances shall on the date of the effectiveness of such Commitment Increase be prepaid with the proceeds of additional Advances made by the Commitment Increase Lenders (such that after giving effect to such prepayment, the percentage of the Advances held by each Lender will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment after giving effect to such Commitment Increase), which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender in accordance with Section 10.04(d). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. Except as between Increasing Lenders permitted under Section 2.19(a) with respect to any increase in Applicable Margin and Assuming Lendersfees, the terms and conditions of such Commitment Increases (including pricing and maturity date) shall be determined by identical to those applicable to the Borrower Commitments immediately prior to the effectiveness of such Commitment Increases, and the applicable commitments to the relevant Commitment Increase shall, upon the effectiveness of the relevant Commitment Increase, constitute Commitments hereunder. This Section 2.19 shall supersede any provisions in its sole discretionSection 2.14 or 10.01 to the contrary.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (i) On any date prior to the Administrative Agentlatest Termination Date, propose that the Aggregate Facility Amount be increased Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (each the “Maximum Accordion Amount”) for all such proposed increase being increases (any such increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as the Borrower may determine, all effective as of to become a date party to this Agreement; provided that (the “Commitment Increase Date”i) that each Additional Lender shall be specified in such notice acceptable to the Administrative Agent, and that each Increasing Lender and each Additional Lender shall be prior acceptable to the Commitment Termination Date; provided the following limitations shall apply: Fronting Banks, (Aii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as allocations of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Administrative Agent in consultation with FE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in its sole discretionthis Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Banks but with the prior approval of the Administrative AgentAgent and each L/C Issuer (such approval not to be unreasonably withheld, propose that delayed or conditioned), to cause from time to time and at any time an increase in the Aggregate Facility Amount be increased Commitments of the Banks (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of ) by adding to this Agreement one or more additional financial institutions that is not already a Bank hereunder (each a “CI Bank”) or by allowing one or more existing Lenders Banks to increase their respective Commitments; provided, however that (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred which is then continuing, (ii) no such Commitment Increase shall cause the Total Facility Amount to exceed $3,000,000,000, (iii) no Bank’s Commitment shall be increased without such Bank’s prior written consent (which consent may be given or withheld in such Bank’s sole and be continuing absolute discretion), and (iv) if, on the relevant effective date of such increase, any Advances have been made, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Advances. (b) Any Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of requested by written notice from the Borrower with respect theretoto the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit F attached hereto. Each Lender will consider in good faith any such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, provided that it which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase, (iii) the identity of each CI Bank or Bank (or any combination thereof) that has agreed in each Lender’s sole discretion whether to agree writing to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt and (iv) the amount of the Borrower’s notice proposing a Commitment Increase, each Lender respective Commitments of the then existing Banks that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), are increasing their respective Commitments and the Administrative Agent shall promptly provide to CI Banks from and after the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees Effective Date (as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of defined below). If the Administrative Agent and the Issuing Lender, which each L/C Issuer approve such CI Bank (such approval not to be unreasonably withheld or delayed) and consent shall to such Commitment Increase (such consent not to be unreasonably withheld or delayed); provided, that any allocations all such Persons shall execute a counterpart to the Notice of any increase of Commitments hereunder (including any allocation as between Increasing Lenders Commitment Increase and Assuming Lenders) such Commitment Increase shall be determined effective on the proposed effective date set forth in the Notice of Commitment Increase or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Advances outstanding as of such date, (i) each CI Bank shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Bank’s New Funds Amount (as defined below), which amount, for each such CI Bank, shall constitute Advances made by such CI Bank to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Bank (as defined below) its Reduction Amount (as defined below), which amount, for each such Reducing Percentage Bank (as defined below), shall constitute a prepayment by the Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Advances of such Reducing Percentage Bank, and (iii) the Borrower shall be responsible to pay to each Bank any breakage fees or costs in connection with the reallocation of any outstanding Advances. (d) For purposes of this Section 2.20 and Exhibit F, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Bank’s increased Commitment or a CI Bank’s Commitment (as applicable) represented as a percentage of the Total Facility Amount after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Advances immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Advances as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Bank” means each then existing Bank immediately prior to giving effect to the Commitment Increase that does not increase its sole discretionrespective Commitment as a result of the Commitment Increase and whose Pro Rata Share of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Bank’s outstanding Advances decrease as of a Commitment Increase Effective Date (without regard to the effect of any borrowings made on such Commitment Increase Effective Date after giving effect to the Commitment Increase).

Commitment Increase. The Borrower may, (a) Each Increasing Lender hereby agrees to increase the amount of its (i) Revolving Commitment under the Credit Agreement by the amount shown as its “Revolving Commitment Increase” on Annex A attached hereto and (ii) Term Loan Commitment under the Credit Agreement by the amount shown as its “Term Loan Commitment Increase” on Annex A attached hereto. (b) Each Increasing Lender acknowledges and agrees that the respective Revolving Commitments and Term Loan Commitments of such Lender and the other Lenders under the Credit Agreement are several and not joint commitments and obligations of such Lenders. Each Increasing Lender further acknowledges and agrees that Schedule II hereto sets forth for such Lender its Revolving Commitment and its Term Loan Commitment under the Credit Agreement immediately after to giving at least 15 Business Days’ notice effect to this Amendment. (c) Upon this Amendment becoming effective (x) with respect to the Administrative AgentExisting Term Loans and the Revolving Loans outstanding under the Credit Agreement immediately prior to this Amendment becoming effective, propose the Increasing Lenders that are providing Commitment Increases such that after giving effect to this Amendment their ratable portion of the Aggregate Facility Amount Commitments shall be increased less than their ratable portions immediately prior to this Amendment (the “Non-Pro Rata Increasing Lenders”) shall assign to each Increasing Lender that is providing a Commitment Increase such proposed increase being a that after giving effect to this Amendments its ratable portion of the Commitments shall be greater than its ratable portion immediately prior to this Amendment (the “Commitment IncreaseIncremental Increasing Lenders”), through an increase and each of the Incremental Increasing Lenders shall purchase from the Non-Pro Rata Increasing Lenders, at the principal amount thereof (together with accrued interest), such interest in the Existing Term Loans and such outstanding Revolving Loans as shall be necessary in order that after giving effect to all such assignments and purchases, the Lenders shall hold the Existing Term Loans and such Revolving Loans ratably in proportion to their respective First Amendment Additional Term Loan Commitments and Revolving Commitments, as applicable, as set forth on Schedule II after giving effect to this Amendment and (y) the amount of the participations held by each Lender in each Letter of Credit and each Swingline Loan then outstanding shall be adjusted automatically such that, after giving effect to such adjustments, the Lenders shall hold participations in each such Letter of Credit and Swingline Loan in proportion to their respective Revolving Commitments as set forth on Schedule II after giving effect to this Amendment. (d) On the date hereof, each Lender shall make a Term Loan to the Borrower in a principal amount equal to the First Amendment Additional Term Loan Commitment of one or more existing such Lender. The Lenders (each an “Increasing Lender”) and/or the addition hereby waive any Notice of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as Term Borrowing that the Borrower may determine, all effective as be required to deliver under Section 2.5 of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior Credit Agreement or any other provision thereof with regard to the Commitment Termination Date; provided Term Loan to be made on the following limitations shall apply:date hereof. (Ae) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date Immediately after this Amendment becomes effective, certain assignments will be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders so that the final allocations of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing after giving effect to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall assignments will be as set forth the maximum increase in its Commitment on Annex B to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionthis Amendment.

Commitment Increase. The Borrower may, (a) Each Increasing Lender hereby agrees to increase the amount of its Revolving Commitment under the Credit Agreement by the amount shown as its “Revolving Commitment” on Annex A attached hereto. (b) Each Increasing Lender acknowledges and agrees that the respective Revolving Commitments of such Increasing Lender and the other Lenders under the Credit Agreement are several and not joint commitments and obligations of such Lenders. Each Lender further acknowledges and agrees that Schedule 1 hereto sets forth for such Lender its Revolving Commitment under the Credit Agreement immediately after giving at least 15 Business Days’ notice effect to this Amendment. (c) Upon this Amendment becoming effective (x) with respect to the Administrative AgentRevolving Loans outstanding under the Credit Agreement immediately prior to this Amendment becoming effective, propose the Increasing Lenders that are providing Commitment Increases and purchasing and assuming Assigned Interests such that after giving effect to this Amendment their ratable portion of the Aggregate Facility Amount Revolving Commitments shall be increased less than their ratable portions immediately prior to this Amendment (the “Non-Pro Rata Increasing Lenders”) shall assign to each Increasing Lender that is providing a Commitment Increase and purchasing and assuming Assigned Interests such proposed increase being a that after giving effect to this Amendment its ratable portion of the Revolving Commitments shall be greater than its ratable portion immediately prior to this Amendment (the “Commitment IncreaseIncremental Increasing Lenders”), through an increase and each of the Commitment of one or more existing Incremental Increasing Lenders shall purchase from the Non-Pro Rata Increasing Lenders, at the principal amount thereof (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”together with accrued interest), such outstanding Revolving Loans as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified necessary in order that after giving effect to all such notice assignments and that purchases, the Lenders shall hold such Revolving Loans ratably in proportion to their respective Revolving Commitments, as set forth on Schedule 1 after giving effect to this Amendment and (y) the amount of the participations held by each Lender in each Letter of Credit and each Swingline Loan then outstanding shall be prior adjusted automatically such that, after giving effect to such adjustments, the Commitment Termination Date; provided the following limitations Lenders shall apply:hold participations in each such Letter of Credit and Swingline Loan in proportion to their respective Revolving Commitments as set forth on Schedule 1 after giving effect to this Amendment. (Ad) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date Immediately after this Amendment becomes effective, certain assignments will be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders so that the final allocations of a proposed Commitment Increase promptly upon its receipt Revolving Commitments of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing after giving effect to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall assignments will be as set forth the maximum increase in its Commitment on Schedule 1 to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionthis Amendment.

Commitment Increase. The Borrower may, at any time and from time to time, but not more frequently than twice annually, add additional financial institutions as Lenders under this Agreement and/or, by giving at least 15 Business Days’ notice to agreement with any existing Lender, increase the Administrative AgentRevolving Credit Commitment Amount of such existing Lender, propose that and the Revolving Credit Aggregate Facility Amount Commitment shall thereby be increased (each such proposed increase being a “Commitment Increase”), through an increase by the amounts of the Revolving Credit Commitment Amount of one or more existing any such additional Lenders (each an “Increasing Lender”) and/or the addition amounts of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”)the increases in the Revolving Credit Commitment Amount of any such existing Lenders, as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall applythat: (Aa) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no No Default or Event of Default shall have occurred and be continuing at the time of any such addition of a new Lender and/or increase in the Revolving Credit Commitment Amount of an existing Lender; (b) After giving effect to any such addition of a new Lender and/or increase in the Revolving Credit Commitment Amount of an existing Lender, the Revolving Credit Aggregate Commitment shall not be greater than US$60,000,000; (c) The Agent, Issuing Lender and Swing Line Lender shall have consented, acting reasonably, to the identity and allocation of any such new Lender or to the allocation to any existing Lender resulting in an increased Revolving Credit Commitment Amount to such Lender; (d) Any fees or other compensation payable to a new Lender (including facility or upfront fees) shall not be greater (in absolute terms or as a percentage) than the equivalent fees or other compensation paid to the existing Lenders in connection with their Commitments; (e) The Borrower shall have delivered to the Agent: (i) A certificate signed by a Responsible Person on behalf of the relevant Borrower, effective as of the date of the increase in the Revolving Credit Aggregate Commitment Increase Date as contemplated herein, confirming and certifying (A) the accuracy of the statement in (a) above, (B) the resolutions of the Credit Parties and all other authorizations necessary to authorize the increase in the Revolving Credit Aggregate Commitment in the manner contemplated herein and the execution, delivery and performance by the Credit Parties of all Loan Documents required to give effect to same and the transactions contemplated thereby, and (C) no Governmental Approvals or shall result from other consents, approvals or authorizations of any other Person are required for such increase in the proposed Revolving Credit Aggregate Commitment Increase, (except as have been obtained and are in full force and effect); and (Eii) Such Loan Documents as the representations and warranties Agent may reasonably require to give effect to the increase in Article V shall be true in all material respects on and as the Revolving Credit Aggregate Commitment, together with a legal opinion of counsel for the Commitment Increase Date as if made on and as of such date. The Administrative Credit Parties satisfactory to the Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider to any Loan Document executed in good faith connection with the increase in the Revolving Credit Aggregate Commitment and any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder Loan Documents executed in connection therewith. No later than 10 Business Days after its receipt For greater certainty, any Lender that becomes a party to this Agreement in accordance with this Section 2.2 shall be a “Lender” under this Agreement and shall have all of the Borrower’s notice proposing rights and obligations of a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), “Lender” under this Agreement and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionother Loan Documents.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agentterms and conditions set forth herein, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) hereby agrees on a several and not joint basis to make the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide 2022 Increased Commitments available to the Borrower a copy of in the aggregate principal amount set forth on Schedule I hereto opposite such Increasing Lender’s notice. The Administrative Agent name. (b) Pursuant to Section 2.22 of the Credit Agreement, the Requested Increase documented hereby shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with constitute a view to arranging any proposed Commitment Increase through under the increase of Credit Agreement. (c) The 2022 Increased Commitments (i) shall be made pursuant to (and constitute part of) the existing Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender ii) shall be subject to the consent terms and conditions applicable to the existing Commitments as set forth in the Credit Agreement. (d) Each party hereto acknowledges and agrees that on the First Amendment Effective Date (as defined below), (i) the 2022 Increased Commitments shall be added to (and constitute part of) the existing Commitments and (ii) the 2022 Increased Commitments shall constitute “Commitments” for all purposes under, and subject to the provisions of, the Loan Documents. (e) The parties hereto hereby acknowledge that, as of the Administrative Agent First Amendment Effective Date, (i) other than the conditions precedent to the occurrence of the First Amendment Effective Date expressly required pursuant to Section 4 hereof, the requirements set forth in Section 2.22 of the Credit Agreement have been satisfied or are hereby deemed satisfied (including, without limitation, delivery of a Notice of Increase which is hereby deemed satisfied) and (ii) no Loans or Letters of Credit are outstanding under the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionCredit Agreement.

Commitment Increase. The From time to time after the Closing Date, the Revolving Commitments may be increased (but in no event in excess of $50,000,000 in the aggregate for all such increases) (the "COMMITMENT INCREASE CAP") such that the aggregate Revolving Commitments shall at no time exceed $350,000,000 (any such increase, a "COMMITMENT INCREASE") at the option of Borrower may, by giving at least 15 Business Days’ pursuant to delivery of written notice from Borrower of a proposed Commitment Increase to the Administrative Agent, propose that the Aggregate Facility Amount be increased (Agent if each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall applyconditions have been met: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Da) no Default or Event of Default shall have occurred and be continuing on the relevant exist or would result from such Commitment Increase; (b) no Commitment Increase Date may be in an amount less than $10,000,000; (c) no existing Lender shall be obligated to increase its Revolving Commitment in connection with any Commitment Increase; (d) the proposed Commitment Increase shall have been consented to in writing by each existing Lender (if any) who is increasing its Revolving Commitment and/or each other institution (if any) that constitutes a permitted assignee under Section 11.04(b) and that has agreed to become a Lender in respect of all or shall result from a portion of the Commitment Increase (each such Lender, a "New Lender"); (e) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and (Ef) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed have received (i) an agreement setting forth such Commitment Increase promptly upon its receipt of notice from the Borrower Increase, together with Lender Addendums and promissory notes with respect thereto, (ii) evidence of corporate authorization on the part of the Loan Parties with respect to such Commitment Increase, (iii) opinions of counsel with respect to such Commitment Increase, (iv) amendments to the Security Documents in connection with such Commitment Increase, (v) on behalf of each existing Lender and/or New Lender participating in such Commitment Increase, payment of fees (if any) agreed to by Borrower and payable to such Persons in connection with such Commitment Increase and (vi) evidence of the satisfaction of the conditions set forth in clauses (a) through (d) above in connection with such Commitment Increase, in each case as the Administrative Agent may reasonably request. Each of the Borrower, Lenders and Administrative Agent acknowledges and agrees that each Commitment Increase meeting the conditions set forth in this Section 2.20 shall not require the consent of any Lender will consider other than those Lenders, if any, which have agreed to increase their Revolving Commitments in good faith any connection with such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether . After giving effect to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a any Commitment Increase, each Lender it may be the case that is willing the outstanding Revolving Loans are not held pro rata in accordance with the new Revolving Commitments. In order to increase its remedy the foregoing, on the effective date of the applicable Commitment hereunder Increase, the Revolving Lenders (including, without limitation, any new Lenders) shall deliver make payments to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment)Agent, and the Administrative Agent shall promptly provide agrees, upon receipt of all such payments, to disburse such amounts to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate Lenders so that after giving effect thereto the Revolving Loans will be held by the Revolving Lenders (including, without limitation, any new Lenders), pro rata in accordance with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase Pro Rate Percentages hereunder (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject after giving effect to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayedapplicable Commitment Increase); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretion.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice to the Administrative Agent, propose parties hereto understand ------------------- that the Aggregate Facility Amount be increased Borrower may seek one or more financial institutions to take a Commitment or Commitments in the aggregate amount of $20,000,000 (each such proposed increase being a “the "Commitment Increase”"), through an increase of . The Commitment Increase may be taken by any existing Bank hereunder by increasing the Commitment of one or more such existing Lenders Bank (each an “"Increasing Lender”Bank") and/or or by a new Bank added as a party hereto (each --------------- an "Additional Bank"), subject to the conditions hereinafter specified. For purposes of the foregoing, Agent may, from time to time, (i) admit Additional Banks hereunder, or (ii) at the request of any Increasing Bank, increase the Commitment of such Increasing Bank, subject to the following conditions: (a) each Additional Bank shall be an Eligible Assignee; (b) Borrower shall execute (i) a new Note payable to the order of each Additional Bank, or (ii) a replacement Note payable to the order of each Increasing Bank; (c) Borrower and Agent shall execute appropriate documentation to add each Additional Bank as a party to this Agreement, whereupon such Additional Bank shall have all of the rights and obligations of a Bank hereunder and under the other Loan Documents; (d) Each Additional Bank and each Increasing Bank shall pay to the Agent for the account of the other Banks an amount equal to its Percentage Commitment of outstanding Advances, and such amount so paid shall constitute an Advance by such Additional Bank or Increasing Bank under its Note and a payment of principal to the other Banks under their respective Notes, and the outstanding principal balances of the respective Notes shall be increased or reduced accordingly; (e) After giving effect to the admission of any Additional Bank or the increase in the Commitment of any Increasing Bank, the aggregate amount of the Commitments shall not exceed $135,000,000; and (f) No admission of any Additional Bank shall increase the Commitment of any existing Bank. Upon and as of the date of the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior any Additional Bank to the Commitment Termination Date; provided Agreement or the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect increase of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, Bank, (Ci) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as Commitments of the Commitment Increase Date as if made on and as of such date. The Administrative Agent other Banks shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment)remain unchanged, and the Administrative Agent shall promptly provide to the Borrower a copy respective Commitment Percentages and pro rata shares of such Banks shall be adjusted accordingly, and (ii) each of the other Banks shall be deemed to have sold and transferred to such Additional Bank or such Increasing Lender’s noticeBank, as the case may be, and such Additional Bank or Increasing Bank shall be deemed irrevocably and unconditionally to have purchased and received from each such other Banks (on a pro rata basis, based on such other Banks' respective Commitment Percentages, as adjusted in accordance with this Section) a portion of such other Banks' participation shares under Section ------- 3.3 in all Letters of Credit outstanding on such date and related rights, --- in an aggregate amount equal to such Additional Bank's or such Increasing Bank's Commitment Percentage of such outstanding Letters of Credit. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging addition of any proposed Commitment Increase through Additional Bank or the increase of the Commitments Commitment of one or more an Increasing Bank and the effects thereof as described in this Section shall occur automatically upon satisfaction of the Lenders and/or conditions specified above, without the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts necessity for further documentation to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined executed by the Borrower in other Banks. Neither Agent nor any Co-Agent nor any Bank shall have any obligation to find or arrange for any Additional Bank, and no Bank shall have any obligation to increase its sole discretionCommitment.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (i) On any date prior to the Administrative Agentlatest Termination Date, propose that the Aggregate Facility Amount be increased Borrower may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (each the “Maximum Accordion Amount”) for all such proposed increase being increases (any such increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as the Borrower may determine, all effective as of to become a date party to this Agreement; provided that (the “Commitment Increase Date”i) that each Additional Lender shall be specified in such notice acceptable to the Administrative Agent, and that each Increasing Lender and each Additional Lender shall be prior acceptable to the Commitment Termination Date; provided the following limitations shall apply: Fronting Banks, (Aii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as allocations of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Administrative Agent in consultation with the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of the Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by the Borrower in its sole discretionthis Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of the Borrower approving such Commitment Increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by the Borrower for such Commitment Increase. (iii) Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. The Borrower may(i) On any date on or prior to the Termination Date, the Borrowers may increase the aggregate amount of the Commitments by giving at least 15 Business Days’ notice an amount not less than $50,000,000 and up to an amount not more than the sum of the aggregate amount of the Commitments on the date hereof plus $500,000,000 (any such increase, a “Commitment Increase”) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Eligible Assignees reasonably acceptable to the Administrative Agent, propose the Fronting Banks and the Swing Line Lenders that at the Aggregate Facility Amount be increased time agree, in the case of any such Eligible Assignee that is an existing Lender, to increase its Commitment (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or and, in the addition case of one any other Eligible Assignee or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as to become a party to this Agreement. The sum of the Borrower may determine, all effective as increases in the Commitments of a date the Increasing Lenders pursuant to this subsection (b) plus the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior Commitments of the Additional Lenders upon giving effect to the Commitment Termination Date; provided Increase shall not exceed the following limitations amount of the Commitment Increase. The Borrowers shall apply:provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the Borrower may not propose more than two receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment Increases during any calendar quarter, of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the proposed Commitment Increase in respect funding by each Lender of the Commitment of any Increasing Advance(s) to be made by each such Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, described in paragraph (iii) below and (C) receipt by the Aggregate Facility Amount may not Administrative Agent of a certificate (the statements contained in any event at any time exceed $2,000,000,000, which shall be true) of a duly authorized officer of each Borrower stating that both before and after giving effect to such Commitment Increase (D1) no Default or Event of Default shall have has occurred and be is continuing on and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects. (iii) Upon the relevant Commitment Increase Date or shall result from the proposed effective date of any Commitment Increase, and the Borrowers shall prepay the outstanding Pro-Rata Advances (Eif any) in full, and shall simultaneously make new Pro-Rata Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify Pro-Rata Advances are held ratably by the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower in accordance with respect thereto. Each Lender will consider in good faith any their respective Commitments (after giving effect to such proposed Commitment Increase, provided that it ). Prepayments made under this paragraph (iii) shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Pro-Rata Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the Administrative Agent facility fees, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations principal amount outstanding of any increase each Advance made by such Lender during the relevant period of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretiontime.

Commitment Increase. (a) The Borrower mayshall have the right at any time to increase the Commitments under the Facility to an amount of not more than $125,000,000, with each such increase to be in an amount of not less than $10,000,000, (i) by giving at least 15 Business Days’ notice requesting that one or more banks or other financial institutions not parties to this Agreement become Lenders hereunder or (ii) by requesting that any Lender or Lenders already parties to this Agreement increase the respective amounts of such Lenders' Commitments in accordance with this Agreement; provided, that the addition of any bank, financial institution or other entity pursuant to clause (i) above shall be subject to the consent of the Administrative Agent (which consent shall not be withheld on any ground other than the financial condition of any such bank, financial institution or other entity). (b) Any additional bank, financial institution or other entity which elects to become a Lender party to this Agreement and obtain a Commitment, and any Lender which elects to increase its Commitment, pursuant to clause (a) of this Section 2.5 above shall execute a joinder or increase agreement with, and substantially in the form of Exhibit D hereto, the Borrower and the Administrative Agent, propose that whereupon such bank, financial institution or other entity shall become a Revolving Credit Lender for all purposes and to the Aggregate Facility Amount same extent as if originally a party hereto and shall be increased (each such proposed increase being a “Commitment Increase”)bound by and entitled to the benefits of this Agreement, through an increase of and Schedule 1.1A shall be deemed to be amended to add the name and Commitment of one or more existing Lenders (each an “Increasing such new Lender and to reflect the new Commitment of such increasing Lender”) and/or , effective on the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that agreement. (c) Any increase in the Commitments under the Facility pursuant to this Section 2.5 shall not be prior to the Commitment Termination Date; provided the following limitations shall applyeffective unless: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, andeffective date of such increase; (Eii) each of the representations and warranties made by the Borrower in Article V Section 4 shall be true and correct in all material respects on and such effective date with the same effect as of the Commitment Increase Date as if though made on and as of such date. The Administrative Agent shall notify , except to the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider extent such representations and warranties expressly relate to an earlier date in good faith any which case such proposed Commitment Increase, provided that it representations and warranties shall be true and correct in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt all material respects as of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree earlier date; and (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and iii) the Administrative Agent shall promptly provide have received each of (A) a certificate of the corporate secretary or assistant secretary of the Borrower as to the taking of any corporate action necessary in connection with such increase and (B) an opinion of counsel to the Borrower a copy of as to their corporate power and authority to borrow hereunder after giving effect to such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders increase and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees such other matters relating thereto as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and its counsel may reasonably request. Each notice requesting an increase in the Issuing Lender, which consent L/C Commitment pursuant to this Section 2.5 shall not constitute a certification to the effect set forth in clauses (i) and (ii) of this Section 2.5(c). (d) No Lender shall at any time be unreasonably withheld required to agree to a request of the Borrower to increase its L/C Commitment or delayed); provided, that any allocations of obligations hereunder. (e) On the date any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by becomes effective pursuant to this Section 2.5, the Borrower in its sole discretionagrees to prepay any outstanding Revolving Loans with the proceeds of new Revolving Loans.

Commitment Increase. The Borrower may(a) Subject to the terms and conditions set forth herein, the Lenders party hereto (including the Commitment Increase Lender) hereby agree that, effective as of the Amendment Effective Date (as defined below), the aggregate amount of the Commitments outstanding immediately prior to the Amendment Effective Date shall be increased by an amount equal to the Commitment Increase, and that such Commitment Increase shall be held, as of the Amendment Effective Date, by giving at least 15 Business Days’ notice the Commitment Increase Lender. On and after the Amendment Effective Date, the Commitment Increase Lender shall, in its capacity as a Lender, make Loans to the Administrative AgentBorrower, propose and otherwise extend credit (including by funding participations in Letters of Credit), in each case in accordance with the terms and subject to the conditions of the Credit Agreement, as amended hereby. Each Lender agrees that no amounts shall be due under Section 2.15(c) of the Aggregate Facility Amount be increased Credit Agreement as a result of the transactions contemplated by this Amendment. (b) On the Amendment Effective Date, each such proposed increase being a of the Lenders with Commitments under the Credit Agreement immediately prior to the Amendment Effective Date (the “Commitment IncreaseExisting Lenders”), through an increase shall assign to the Commitment Increase Lender, and the Commitment Increase Lender shall purchase from each of such Lenders, at the principal amount thereof, such interests in the Loans outstanding on the Amendment Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Loans will be held by the Existing Lenders and the Commitment Increase Lender ratably in accordance with their Commitments after giving effect to the Commitment Increase, and the participations in respect of Letters of Credit shall be reallocated so that such participations are held ratably among the Lenders in accordance with their commitments after giving effect to the Commitment Increase. Schedule 1.1A of the Credit Agreement, as amended by this Amendment, sets forth the Commitment of one or more existing Lenders each Lender after giving effect to this Amendment. (each an “Increasing Lender”c) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “The Commitment Increase Lender, by delivering its signature page to this Amendment on the Amendment Effective Date”) that , shall be specified in such notice deemed to have acknowledged receipt of, and that shall consented to and approved, each Loan Document and each other document required to be prior to delivered to, or be approved by or satisfactory to, the Commitment Termination Administrative Agent or any Lender on the Amendment Effective Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed . The Commitment Increase in respect Lender shall become a “Lender” for all purposes of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) Credit Agreement and the Aggregate Facility Amount may not other Loan Documents, in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred accordance with the terms thereof, and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on Lender shall have all the rights and as of such date. The Administrative Agent shall notify the Lenders obligations of a proposed Commitment Increase promptly upon its receipt of notice from Lender under the Borrower Credit Agreement with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding interests purchased by such time to be deemed not to have agreed it pursuant to such increase paragraphs, in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate accordance with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionterms thereof.

Commitment Increase. The Borrower may(a) Subject to the terms and conditions set forth herein, the Lenders party hereto (including the Commitment Increase Lenders) hereby agree that, effective as of the Second Amendment Effective Date (as defined below), the aggregate amount of the Commitments outstanding immediately prior to the Second Amendment Effective Date shall be increased by an amount equal to the Commitment Increase, and that such Commitment Increase shall be held, as of the Second Amendment Effective Date, by giving at least 15 Business Days’ notice the Commitment Increase Lenders. On and after the Second Amendment Effective Date, each Commitment Increase Lender shall, in its capacity as a Lender, make Loans to the Administrative AgentBorrower, propose and otherwise extend credit (including by funding participations in Letters of Credit), in each case in accordance with the terms and subject to the conditions of the Credit Agreement, as amended hereby. Each Lender agrees that no amounts shall be due under Section 2.15(c) of the Aggregate Facility Amount be increased Credit Agreement as a result of the transactions contemplated by this Amendment. (b) On the Second Amendment Effective Date, each such proposed increase being a of the Lenders with Commitments under the Credit Agreement immediately prior to the Second Amendment Effective Date (the “Commitment IncreaseExisting Lenders”), through an increase shall assign to the Commitment Increase Lenders, and the Commitment Increase Lenders shall purchase from each of such Lenders, at the principal amount thereof, such interests in the Loans outstanding on the Second Amendment Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Loans will be held by the Existing Lenders and the Commitment Increase Lenders ratably in accordance with their Commitments after giving effect to the Commitment Increase, and the participations in respect of Letters of Credit shall be reallocated so that such participations are held ratably among the Lenders in accordance with their commitments after giving effect to the Commitment Increase. Schedule 1.1A of the Credit Agreement, as amended by this Amendment, sets forth the Commitment of one or more existing Lenders each Lender after giving effect to this Amendment. (each an “Increasing Lender”c) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Each Commitment Increase Lender, by delivering its signature page to this Amendment on the Second Amendment Effective Date”) that , shall be specified in such notice deemed to have acknowledged receipt of, and that shall consented to and approved, each Loan Document and each other document required to be prior to delivered to, or be approved by or satisfactory to, the Commitment Termination Administrative Agent or any Lender on the Second Amendment Effective Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed . Each Commitment Increase in respect Lender shall become a “Lender” for all purposes of the Commitment of any Increasing Lender or any Assuming Lender shall for Credit Agreement and the other Loan Documents, in accordance with the terms thereof, and each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default Lender shall have occurred all the rights and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders obligations of a proposed Commitment Increase promptly upon its receipt of notice from Lender under the Borrower Credit Agreement with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding interests purchased by such time to be deemed not to have agreed it pursuant to such increase paragraphs, in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate accordance with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionterms thereof.

Commitment Increase. The (a) Subject to the terms and conditions set forth herein, the Borrower mayshall have the right, by giving at least 15 Business Days’ notice to without the consent of the Lenders but with the prior approval of the Administrative Agent, propose that to cause from time to time an increase in the Aggregate Facility Amount be increased Commitments of the Lenders (each such proposed increase being a “Commitment Increase”), through an increase of ) by adding to this Agreement one or more additional financial institutions that is not already a Lender hereunder and that is reasonably satisfactory to the Commitment of Administrative Agent or by allowing one or more existing Lenders to increase their respective Commitments (each an a “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming CI Lender”); provided, as the Borrower may determine, all effective as of a date however that (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D3) no Default or Event of Default shall have occurred and which is continuing, (4) no such Commitment Increase shall cause the Commitments under this Agreement to exceed $2,000,000,000, (5) no Lender’s Commitment shall be continuing increased without such Lender’s prior written consent, (iv) if, on the relevant effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a joinder agreement in the form of Exhibit G attached hereto (a “Joinder Agreement”). (b) Any Commitment Increase Date or shall result be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT withheld. Each such Notice of Commitment Increase shall specify (6) the proposed effective date of such Commitment Increase, and which date shall be no earlier than five (E5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (7) the representations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of the Commitments does not exceed the amount set forth in subsection 1.(ii) above), (8) the identity of each CI Lender, and warranties in Article V shall be true in all material respects on (9) the amount of the respective Commitments of the then existing Lenders and as of the CI Lenders from and after the Commitment Increase Effective Date (as if made on and as of such datedefined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from Borrower whether or not the Borrower with respect thereto. Each Lender will consider in good faith any such Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), provided that it the Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Lender’s sole discretion whether Commitment Increase Effective Date, to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt the extent that there are Loans outstanding as of the Borrower’s notice proposing a Commitment Increasesuch date, (10) each CI Lender that is willing to increase its Commitment hereunder shall shall, by wire transfer of immediately available funds, deliver to the Administrative Agent a notice in such CI Lender’s New Funds Amount, which amount, for each such Lender CI Lender, shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding constitute Loans made by such time CI Lender to be deemed not the Borrower pursuant to have agreed to this Agreement on such increase in its Commitment)Commitment Increase Effective Date, and (11) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall promptly provide constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (12) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (13) “New Funds Amount” means the amount equal to the Borrower product of a copy of such Increasing CI Lender’s notice. The Administrative Agent shall cooperate with increased Commitment or a CI Lender’s new Commitment (as applicable) represented as a percentage of the Borrower in discussions with aggregate Commitments after giving effect to the Lenders and Eligible Assignees with Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a view to arranging any proposed Commitment Increase through Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (14) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (15) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed a Commitment Increase Effective Date (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject without regard to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations effect of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by borrowings made on such Commitment Increase Effective Date after giving effect to the Borrower in its sole discretion.Commitment Increase). AMENDED AND RESTATED 5-YEAR REVOLVING CREDIT AGREEMENT

Commitment Increase. (a) Subject to the conditions set forth in Section 2.10(b)(ii), the Borrowers may increase the total Commitments then in effect without the prior written consent of the Lenders by increasing the Commitment of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (b) The Borrower mayincrease in the total Commitments shall be subject to the following additional conditions: (i) such increase shall not exceed $150,000,000 and the total Commitments after such increase shall not exceed the least of (A) $250,000,000 (B) twenty percent (20%) of the Parent Guarantor’s Consolidated Net Tangible Assets as of the last day of the fiscal quarter immediately preceding such increase for which the most recent internal financial statements are available, plus $25,000,000, and (C) the amount permitted by giving at least 15 Business Days’ notice the Indenture; (ii) if the Borrowers elect to increase the total Commitments by increasing the Commitment of a Lender, the Borrowers and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “Commitment Increase Certificate”); (iii) if the Borrowers elect to increase the total Commitments by causing an Additional Lender to become a party to this Agreement, then the Borrowers and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the Borrowers shall, if requested by the Additional Lender, deliver a Note payable to the order of such Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed; provided that such Additional Lender must be reasonably acceptable to the Administrative Agent, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase of Swing Line Lender and the Commitment of one or more existing Lenders (each an “Increasing Issuing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply:; (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Div) no Default or Event of Default shall have occurred and be continuing at the effective date of such increase; (v) on the relevant effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrowers pay compensation required by Section 5.02; (vi) no Lender’s Commitment Increase Date or may be increased without the consent of such Lender; (vii) no increase shall result from be less than $25,000,000 and shall be in a whole multiple of $5,000,000 in excess thereof; (viii) the proposed Borrowers shall remain in compliance with Section 8.16 as of such date after giving effect to the Commitment Increase, ; and (Eix) an Appraisal satisfactory to Administrative Agent shall have been obtained not more than 120 days prior to the representations effectiveness of such Commitment Increase with respect to those vessels being added as Vessel Collateral and warranties in Article V the Administrative Agent shall be true satisfied that new or amended security instruments create first priority, perfected Liens on such additional Vessel Collateral subject only to Excepted Liens identified in all material respects on clause (a) through (c) of Section 9.03. (c) Subject to acceptance and as of recording thereof pursuant to Section 2.10(d), from and after the effective date specified in the Commitment Increase Date as Certificate or the Additional Lender Certificate (or if made on and as any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such dateEurodollar Borrowings, unless the Borrowers have paid compensation required by Section 5.02): (A) the amount of the total Commitments shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, such Lender or such Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the total Commitments. (d) Upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Borrowers and the Lender or the Borrowers and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in Section 2.10 (b), the Administrative Questionnaire referred to in Section 2.10(b), if applicable, the written consent which will not be unreasonably withheld of the Administrative Agent, the Swing Line Lender and the Issuing Lender to such increase required by Section 2.10(b) and the Additional Lender, if applicable, and such other certificates, opinions and documents as the Administrative Agent may reasonably request, the Administrative Agent shall accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the total Commitments shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.10(d). The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with updated Annex I, or a view to arranging any proposed Commitment Increase through the increase copy of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject updated Register, to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionParent Guarantor.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (i) On any date prior to the Administrative Agentlatest Termination Date, propose that the Aggregate Facility Amount be increased Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $400,000,000 (each the “Maximum Accordion Amount”) for all such proposed increase being increases (any such increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as the Borrower may determine, all effective as of to become a date party to this Agreement; provided that (the “Commitment Increase Date”i) that each Additional Lender shall be specified in such notice acceptable to the Administrative Agent, and that each Increasing Lender and each Additional Lender shall be prior acceptable to the Commitment Termination Date; provided the following limitations shall apply: Fronting Banks, (Aii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as allocations of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its sole discretionBorrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment 41 753190870

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (i) On any date prior to the Administrative Agentlatest Termination Date, propose that the Aggregate Facility Amount be increased Borrower may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $250,000,000 (each the “Maximum Accordion Amount”) for all such proposed increase being increases (any such increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as the Borrower may determine, all effective as of to become a date party to this Agreement; provided that (the “Commitment Increase Date”i) that each Additional Lender shall be specified in such notice acceptable to the Administrative Agent, and that each Increasing Lender and each Additional Lender shall be prior acceptable to the Commitment Termination Date; provided the following limitations shall apply: Fronting Banks, (Aii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as allocations of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Administrative Agent in consultation with the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. 40 753190981 (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of the Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by the Borrower in its sole discretionthis Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of the Borrower approving such Commitment Increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by the Borrower for such Commitment Increase. (iii) Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ written notice to the Administrative AgentAgent Bank and the Lenders, propose that increase the Aggregate Facility Amount be increased Commitment by up to an additional Fifteen Million Dollars (each $15,000,000.00) (the actual amount of such proposed increase to the Aggregate Commitment being a “herein referred to as the "Commitment Increase”"), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: that (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default has occurred and remain continuing, (ii) no more than two (2) Commitment Increases may be made during the term of the Credit Facility and in no case shall the total of such Commitment Increases exceed Fifteen Million Dollars ($15,000,000.00) in the aggregate, (iii) the obligation to fund the Commitment Increase is assumed by a Lender or Lenders then party to this Credit Agreement or (after having first offered the Commitment Increase to the Lenders then party to the Credit Agreement) by a Person or Persons that are Eligible Assignees, in each case acceptable to Borrower and, in the latter case, reasonably acceptable to the Agent Bank, and in each instance evidenced in writing by execution of an Assumption and Consent Agreement in the form of Exhibit L attached hereto, executed by each such assuming Lender or Eligible Assignee, Agent Bank and Borrower, provided that no Lender shall have any obligation to increase its Syndication Interest in effect as of the Restatement Effective Date, (iv) each such assuming Lender or Eligible Assignee concurrently purchases a Pro Rata Share of the Funded Outstandings from the Lenders party to the Credit Agreement (and each Lender hereby agrees to sell the appropriate proportion of its Pro Rata Share at par value to such assuming Lender or Eligible Assignee) that is equivalent to the increased new Pro Rata Share of each such assuming Lender or Eligible Assignee after giving effect to the Commitment Increase and such Lender's Syndication Interest in the Aggregate Commitment, (v) Borrower pays Agent Bank any amount owing under Section 2.07(c) and any fees owing to the Agent Bank or to the assuming Lenders or Eligible Assignees committing to fund the Commitment Increase based upon negotiations made in connection with the funding of the Commitment Increase, (vi) the Commitment Increase shall not increase the Pro Rata Share of the Aggregate Commitment and the Pro Rata Share of the amount of the Funded Outstandings held by any other Lender absent the express written consent of that Lender, (vii) the Commitment Increase shall not be available for advance by Lenders until each condition precedent set forth in Sections 3.24 through 3.31 of Article III C shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increasebeen fully satisfied, and and (Eviii) the representations and warranties in Article V shall be true in all material respects on and as no more than Five Million Dollars ($5,000,000.00) of the Commitment Increase Date as if made on and as shall be available to Borrower for funding prior to the sixth (6th) month anniversary of such datethe Restatement Effective Date. The Administrative Agent shall notify Giving effect to the Lenders of a proposed Commitment Increase promptly upon its receipt and purchase of notice from Pro Rata Shares of the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment IncreaseFunded Outstandings, provided that it adjustments shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver made to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more Pro Rata Shares of the Lenders and/or in the addition of one or more Eligible Assignees as Assuming Lenders Aggregate Commitment and the Administrative Agent shall use its reasonable efforts to secure any Pro Rata Shares of Funded Outstandings such proposed that the Pro Rata Shares of each Lender in the Aggregate Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject identical to the consent its Pro Rata Share of the Administrative Funded Outstandings. The Agent Bank shall promptly thereafter prepare and circulate to Borrower and the Issuing LenderBanks a revised Schedule of Lenders' Proportions in Credit Facility reflecting such increased Aggregate Commitment and the revised Pro Rata Shares of the Lenders in the Credit Facility, which consent and such revised Schedule of Lenders' Proportions in Credit Facility shall not be unreasonably withheld or delayed); provided, that any allocations supersede and replace the then existing Schedule of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower ' Proportions in its sole discretionCredit Facility.

Commitment Increase. The (a) Subject to the terms and conditions set forth herein, the Borrower mayshall have the right, without the consent of the Lenders, to cause an increase in the Commitments of the Lenders (a “Commitment Increase”) by giving at least 15 Business Days’ notice adding to this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent, propose that the Aggregate Facility Amount Swingline Lender and each Issuing Bank (not to be increased unreasonably withheld, delayed or conditioned) (each such proposed increase being each, a “Commitment IncreaseCI Lender”), through an increase of the Commitment of ) or by allowing one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Dateincrease their respective Commitments; provided the following limitations shall apply: that (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred and be continuing on as of the relevant Commitment Increase Date Effective Date, (ii) no such Commitment Increase shall be less than $25,000,000, unless the Administrative Agent otherwise consents to a smaller amount (iii) the aggregate amount of all such Commitment Increases shall not exceed $750,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Xxxxxx’s sole and absolute discretion), (v) upon any increase in the Commitments pursuant to this Section 2.02, the Multicurrency Commitments of the Lenders shall result from be adjusted to reflect all Lenders’ (including any CI Lender’s) Applicable Percentage of the Multicurrency Commitments at such time and (vi) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans; provided further that no Commitment Increase shall increase the Alternative Currency LC Sublimit or the total Multicurrency Commitments without the consent of each Lender. (b) The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, and (Eii) the representations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and warranties in Article V shall be true in all material respects on (iv) the amount of the respective Commitments of the then existing Lenders and as of the CI Lenders from and after the Commitment Increase Date as if made on and Effective Date. (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date. The Administrative Agent shall notify the Lenders , (i) each CI Lender shall, by wire transfer of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increaseimmediately available funds, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice such CI Lender’s New Funds Amount, which amount (A) shall be denominated in which the same currency as such outstanding Loans and (B) for each such CI Lender, shall constitute Loans made by such CI Lender shall set forth to the maximum Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase in its Commitment shall, by wire transfer of immediately available funds, deliver to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent such Lender’s New Funds Amount, which amount (A) shall promptly provide be denominated in the same currency as such outstanding Loans and (B) for each such Lender, shall constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a copy prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Increasing Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Lender’s notice. The Administrative Agent shall cooperate with increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the Borrower in discussions with aggregate Commitments after giving effect to any Commitment Increase, times the Lenders and Eligible Assignees with a view aggregate principal amount of the outstanding Loans immediately prior to arranging giving effect to such Commitment Increase, if any, as of any proposed Commitment Increase through Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase Effective Date (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject without regard to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations effect of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by borrowings made on such Commitment Increase Effective Date after giving effect to the Borrower in its sole discretionCommitment Increase occurring on such Commitment Increase Effective Date).

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice to the Administrative Agent, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”a) and/or the addition of one or more Persons (who must be Eligible Assignees) So long as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have has occurred and is continuing, the Borrower may request from time to time, subject to the terms and conditions hereinafter set forth, that the aggregate amount of the Lenders' Commitments be continuing on increased (each a "Commitment Increase"); provided, however, that no Lender's Commitment may ever be increased without its prior written consent. Any such request shall be made by written notice to the relevant Administrative Agent; provided, however, that any such notice must be given no later than sixty (60) days prior to the Maturity Date. (b) Each such notice (a "Notice of Commitment Increase Date or Increase") shall result from be in the form of Exhibit C and specify therein: (i) the proposed effective date of such Commitment Increase, which date (the requested "Commitment Increase Effective Date") shall be no earlier than two (2) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase; and (Eii) the representations amount of the requested Commitment Increase; provided, however, that (A) such increase must be at least $10,000,000 and warranties in Article V (B) after giving effect to such requested Commitment Increase, the aggregate amount of all requested Commitment Increases shall not exceed $50,000,000 and the aggregate amount of the Lenders' Commitments shall not exceed $250,000,000; and (iii) the identity of each financial institution not already a Lender, which has agreed with the Borrower to become a Lender to effect such Commitment Increase (each such financial institution shall be true in all material respects on reasonably acceptable to the Administrative Agent and as each such financial institution being a "CI Lender"); and (iv) the amount of the respective Commitments of the then existing Lenders and such CI Lenders from and after the effective date of such Commitment Increase. (c) On each Commitment Increase Date Effective Date, so long as if made on no Default or Event of Default has occurred and is continuing and to the extent there are Loans outstanding as of such date. The Administrative Agent shall notify the Lenders : (i) each CI Lender shall, by wire transfer of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increaseimmediately available funds, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in such CI Lender's New Funds Amount for the applicable Commitment Increase Effective Date, which amount, for each such Lender CI Lender, shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding constitute Loans made by such time CI Lender to be deemed not the Borrower pursuant to have agreed to this Agreement on such increase in its Commitment), and Commitment Increase Effective Date; and (ii) the Administrative Agent shall promptly provide shall, by wire transfer of immediately available funds, pay to the Borrower a copy of each then Reducing Percentage Lender its Reduction Amount for such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any Effective Date, which amount, for each such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Reducing Percentage Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in its sole discretionaccordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative AgentAgent and each Issuing Bank, propose that to cause from time to time an increase in the Aggregate Facility Amount be increased Commitments of the Lenders (each such proposed increase being a “Commitment Increase”), through an increase of ) by adding to this Agreement one or more additional financial institutions that is not already a Lender hereunder and that is reasonably satisfactory to the Commitment of Administrative Agent or by allowing one or more existing Lenders to increase their respective Commitments (each an a “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming CI Lender”); provided, as the Borrower may determine, all effective as of a date however that (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred and which is continuing, (ii) no such Commitment Increase shall cause the Commitments under this Agreement to exceed $1,500,000,000, (iii) no Lender’s Commitment shall be continuing increased without such Lender’s prior written consent, (iv) if, on the relevant effective date of such increase, any Loans have been funded or any LC Exposure exists, then (a) the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, (b) all conditions to the obligation of any Lender to make a Loan on such date shall have been satisfied, (c) all Loans and participations in the LC Exposure (including participations retained by the applicable Issuing Banks in their capacity as Lenders) shall be fully reallocated on a prorata basis among, and such reallocation shall be agreed to and accepted by, all Lenders (such prorata reallocation to be determined immediately after such increase) and (d) the Borrower shall pay all accrued and unpaid interest on all amounts reallocated to a CI Lender, and (v) each CI Lender that is not already a Lender hereunder shall execute a joinder agreement in the form of Exhibit F attached hereto (a “Joinder Agreement”). (b) Any Commitment Increase Date or shall result be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, and which date shall be no earlier than five (E5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the representations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender, and warranties in Article V shall be true in all material respects on (iv) the amount of the respective Commitments of the then existing Lenders and as of the CI Lenders from and after the Commitment Increase Effective Date (as if made on and as of such datedefined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from Borrower whether or not the Borrower with respect thereto. Each Lender will consider in good faith any such Administrative Agent consents to the proposed Commitment Increase, provided that it shall . If the Administrative Agent consents to such Commitment Increase (such consent not to be in unreasonably withheld) and if each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Issuing Bank approves such Commitment Increase, the Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender that is willing to increase its Commitment hereunder shall shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a notice prepayment by the Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to (x) a CI Lender’s increase in Commitment or a CI Lender’s new Commitment (as applicable) times (y) the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date) divided by (z) the aggregate Commitments after giving effect to the Commitment Increase; (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means, with respect to any Reducing Percentage Lender, the amount equal to (x) the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date) times (y) the amount (expressed as a decimal) by which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed Reducing Percentage Lender’s Applicable Percentage immediately prior to such increase in its Commitment), and the Administrative Agent shall promptly provide exceeds such Reducing Percentage Lender’s Applicable Percentage after giving effect to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionIncrease.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agentterms and conditions set forth herein, propose that the Aggregate Facility Amount be increased Borrower shall have the right, without the consent of the Lenders, to cause, but no more than five times, an increase in the Commitments of the Lenders (each such proposed increase being a “Commitment Increase”)) by adding to this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and each Issuing Bank (not to be unreasonably withheld, through an increase of the Commitment of delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Dateincrease their respective Commitments; provided the following limitations shall apply: that (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred and be continuing on as of the relevant Commitment Increase Date Effective Date, (ii) no such Commitment Increase shall be less than $50,000,000, (iii) the aggregate amount of all such Commitment Increases shall not exceed $1,500,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall result from be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans. (b) The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, and (Eii) the representations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and warranties in Article V shall be true in all material respects on (iv) the amount of the respective Commitments of the then existing Lenders and as of the CI Lenders from and after the Commitment Increase Effective Date (as if made on and defined below). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date. The Administrative Agent shall notify the Lenders , (i) each CI Lender shall, by wire transfer of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increaseimmediately available funds, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender shall set forth to the maximum Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase in its Commitment shall, by wire transfer of immediately available funds, deliver to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall promptly provide constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a copy prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Increasing Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Lender’s notice. The Administrative Agent shall cooperate with increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the Borrower in discussions with aggregate Commitments after giving effect to any Commitment Increase, times the Lenders and Eligible Assignees with a view aggregate principal amount of the outstanding Loans immediately prior to arranging giving effect to such Commitment Increase, if any, as of any proposed Commitment Increase through Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase Effective Date (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject without regard to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations effect of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by borrowings made on such Commitment Increase Effective Date after giving effect to the Borrower in its sole discretionCommitment Increase occurring on such Commitment Increase Effective Date).

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agentconditions set forth in clauses (b) and (c) of this Section 2.14, propose the Borrower may request that the Aggregate Facility Amount amount of the Commitments be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders times, in each case in a minimum amount of $10,000,000 or in integral multiples of $1,000,000 in excess thereof; provided that, the aggregate Commitments may not exceed $175,000,000. (each an “Increasing Lender”b) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that Each such increase shall be specified in such notice and that shall be prior to effective, without the Commitment Termination Date; provided consent of any Bank (other than any Bank increasing its Commitment) only upon the following limitations shall apply: conditions being satisfied: (Ai) the Borrower may not propose more than two Commitment Increases during any calendar quarter, BP Consent shall have been obtained, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Dii) no Default or Event of Default has occurred and is continuing at the time thereof or would be caused thereby, (iii) either the Banks having Commitments hereunder at the time the increase is requested agree to increase their Commitments in the amount of the requested increase or other financial institutions satisfying the definition of Eligible Assignee agree to make a Commitment in the amount of the difference between the amount of the increase requested by the Borrower and the amount by which the Banks having Commitments hereunder at the time the increase is requested are increasing their Commitments, (iv) such Banks and other financial institutions, if any, shall have occurred executed and be continuing on delivered to the relevant Administrative Agent a Commitment Increase Date Agreement or a New Bank Agreement, as applicable, and (v) the Borrower shall result from have delivered such evidence of authority for the proposed Commitment Increaseincrease (including without limitation, andcertified resolutions of the applicable board of directors of the General Partner authorizing such increase) as the Administrative Agent may reasonably request. (Ec) Each financing institution to be added to this Agreement as described in clause (ii) of Section 2.14(b) above shall execute and deliver to the representations Administrative Agent a New Bank Agreement, pursuant to which it becomes a party to this Agreement. Each Bank agreeing to increase its Commitment as described in subsection (ii) of clause (b) of this Section 2.14 shall execute and warranties deliver to the Administrative Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, an authorized officer of the Borrower shall execute and deliver to the Administrative Agent, for each Bank being added to this Agreement, a Note payable to such new Bank in Article V shall be true in all material respects on and as the principal amount of the Commitment Increase Date as if made on and as of such dateBank, and for each Bank increasing its Commitment, a replacement Note payable to such Bank, in the principal amount of the increased Commitment of such Bank. Each such Note shall be dated the effective date of the pertinent New Lender Agreement or Commitment Increase Agreement. Upon execution and delivery to the Administrative Agent of the Note and the execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a "Bank" hereunder with a Commitment as specified therein, or such existing Bank's Commitment shall increase as specified therein, as the case may be, and the Administrative Agent shall notify all Banks of such addition or increase, and the final allocations thereof, and provide a revised Schedule 1.01(a) reflecting such additions or increase. (d) Notwithstanding anything to the contrary in this Section 2.14, the Banks having Commitments hereunder at the time any such increase is requested shall have the first right, but shall not be obligated, to participate in such increase by agreeing to increase their respective Commitments by their Pro Rata Share to the extent of such increase. The Administrative Agent shall notify not, and shall not be obligated to, permit any financial institutions that do not have, at that time, Commitments hereunder to make commitments for portions of the Lenders requested increase not assumed by the Banks having Commitments hereunder until each of a proposed Commitment Increase promptly upon its receipt such Banks have agreed to increase their Commitments or declined to do so. To facilitate the Banks' right of notice from first refusal, the Borrower with respect theretoshall, by written notice to the Administrative Agent (which shall promptly deliver a copy to each Bank) given not less than 30 days prior to the requested effective date of the increase in Commitment (the "Increase Effective Date"), request that the Banks increase their Commitments. Each Lender will consider in good faith any such proposed Commitment IncreaseBank shall, provided that it shall be in each Lender’s sole discretion whether by notice to agree to increase its Commitment hereunder in connection therewith. No the Borrower and the Administrative Agent given not later than 10 Business Days after its 15 days following receipt of the Borrower’s notice proposing a 's request, advise the Borrower whether or not it will increase its Commitment Increase, each Lender as of the Increase Effective Date. Any Bank that is willing has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such increase in its Commitment. The decision to increase its Commitment hereunder shall deliver to be at the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy sole discretion of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretioneach Bank.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (i) On any date prior to the Administrative Agentlatest Termination Date, propose that the Aggregate Facility Amount be increased Borrower may increase the aggregate amount of the Commitments by an amount not less than $5,000,000 for any such increase but not more than $50,000,000 (each the “Maximum Accordion Amount”) for all such proposed increase being increases (any such increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as the Borrower may determine, all effective as of to become a date party to this Agreement; provided that (the “Commitment Increase Date”i) that each Additional Lender shall be specified in such notice acceptable to the Administrative Agent, and that each Increasing Lender and each Additional Lender shall be prior acceptable to the Commitment Termination Date; provided the following limitations shall apply: Fronting Banks, (Aii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as allocations of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Administrative Agent in consultation with the Borrower, and (iii) the 41 amount of the Commitment of each Additional Lender shall not be less than $3,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (i) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of the Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by the Borrower in its sole discretionthis Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of the Borrower approving such Commitment Increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by the Borrower for such Commitment Increase. (ii) Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iii) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. The Borrower may, not more than once in any year, by giving not less than 10 Business Days written notice to the Administrative Agent (or such shorter notice period as the Administrative Agent may agree in its sole discretion), request that the aggregate amount of the Revolving Credit Commitments be increased by a minimum amount equal to $100,000,000 or an integral multiple of $50,000,000 in excess thereof (each a "Commitment Increase"), to be effective as of a date that is at least 15 Business Days’ 90 days prior to the scheduled Termination Date then in effect (the "Increase Date") as specified in the related notice to the Administrative Agent; provided, propose however, that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase no Event of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on as of the relevant Commitment date of such request or as of the applicable Increase Date Date, or shall occur as a result from thereof and, provided, further, that at no time shall the proposed total aggregate Revolving Credit Commitments hereunder exceed $1,000,000,000. The Administrative Agent shall promptly notify the Lenders of a request by the Borrower for the Commitment Increase, and which notice shall include the proposed amount of the Commitment Increase and the date by which Lenders willing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (Ethe "Commitment Date"). Each Lender that is willing to participate in the Commitment Increase (each an "Increasing Lender") shall give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its Revolving Credit Commitment. The Administrative Agent may, in its sole discretion, also extend offers to one or more Eligible Assignees to participate in any portion of the Commitment Increase; provided, however, that the Revolving Credit Commitment of each such Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof (or such lesser amounts as may be necessary to cause the aggregate increase to equal the Commitment Increase). If the Increasing Lenders and such Eligible Assignees notify the Administrative Agent that they are willing to increase the amount of their respective Revolving Credit Commitments or become Lenders hereunder, as the case may be, so that the aggregate Revolving Credit Commitments shall equal or exceed the amount of the Commitment Increase, the Commitment Increase shall be allocated among the Increasing Lenders and Eligible Assignees (if any) willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent and the Administrative Agent shall notify the Increasing Lenders and such Eligible Assignees, of the final aggregate amount of the Commitment Increase and the allocations of the Commitment Increase among the Increasing Lenders and such Eligible Assignees. On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.17(c) (each such Eligible Assignee, an "Assuming Lender") shall become a Lender party to this Agreement as of such Increase Date and the Revolving Credit Commitment of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.17(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date: certified copies of resolutions of the Board of Directors of the Borrower or the Executive Committee of such Board approving the Commitment Increase and the corresponding modifications to this Agreement, (B) a certificate of a Responsible Officer, certifying that before and after giving effect to the Commitment Increase, (x) the representations and warranties contained in Article V shall be true IV and the other Loan Documents are correct in all material respects on and as of the Commitment Increase Date as if made on Date, other than any such representations and warranties that, by their terms refer to a specific date other than the Increase Date, in which case as of such date. The Administrative Agent shall notify the Lenders specific date and (y) no Default exists and (C) an opinion of a proposed Commitment Increase promptly upon its receipt of notice from counsel for the Borrower with respect thereto. Each Lender will consider (which may be in-house counsel) in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver form and substance reasonably satisfactory to the Administrative Agent a notice Agent; an assumption agreement from each Assuming Lender, if any, in which such Lender shall set forth form and substance reasonably satisfactory to the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment)Assuming Lender, the Borrower and the Administrative Agent shall promptly provide (each an "Assumption Agreement"), duly executed by such Assuming Lender, the Administrative Agent, Issuing Bank, Swing Line Bank and the Borrower; and confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment in a writing satisfactory to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionAgent.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agentterms and conditions set forth herein, propose that the Aggregate Facility Amount be increased Company shall have the right from time to time to cause an increase in the total Commitments of the Lenders (each such proposed increase being a “Commitment Increase”)) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder (each, through an increase of the Commitment of a “New Lender”) or by allowing one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Dateincrease their respective Commitments; provided the following limitations shall apply: that (Ai) the Borrower may not propose more than two both before and immediately after giving effect to such Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) Increase, no Default or Event of Default shall have occurred and be continuing as of the effective date of such Commitment Increase (such date, the “Commitment Increase Date”), (ii) no such Commitment Increase shall be in an amount less than $10,000,000, (iii) the aggregate amount of all such Commitment Increases shall not exceed $300,000,000, and after giving effect to all such Commitment Increases, the total Commitments shall not exceed $1,800,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) each New Lender and any increase in the Commitment of an existing Lender pursuant to any Commitment Increase shall be subject to the prior written consent of the Administrative Agent and each Issuing Bank (each such consent not to be unreasonably withheld or delayed). (b) The Company shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) of its intention to increase the total Commitments pursuant to this Section 2.20. Each such Notice of Commitment Increase shall specify (i) the proposed Commitment Increase Date, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase, (iii) as applicable, the identity of each New Lender and/or existing Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the New Lenders from and after the Commitment Increase Date. (c) On any Commitment Increase Date, the Lenders shall purchase and assume (without recourse or warranty) from the other Lenders (i) Loans, to the extent that there are any Loans then outstanding, and (ii) undivided participation interests in any outstanding LC Exposure, in each case, to the extent necessary to ensure that after giving effect to the Commitment Increase, each Lender has outstanding Loans and participation interests in outstanding LC Exposure equal to its Applicable Percentage of the total Commitments. Each Lender shall make any payment required to be made by it pursuant to the preceding sentence via wire transfer to the Administrative Agent on the relevant Commitment Increase Date. Each existing Lender shall be automatically deemed to have assigned any outstanding Loans on the Commitment Increase Date and the existing Lenders, each New Lender and the Borrowers each agree to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the preceding sentences, including, without limitation, the execution and delivery of one or more joinder or similar agreements. If, on such Commitment Increase Date, any Loans that are Eurodollar Loans have been funded, then the Borrower shall result from be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the proposed reallocation of such outstanding Loans to effectuate the provisions of this paragraph. (d) Each Commitment Increase shall become effective on the respective Commitment Increase Date and upon such effectiveness: (i) to the extent applicable, the Administrative Agent shall record in the Register each New Lender’s information as provided in the applicable Notice of Commitment Increase and pursuant to an Administrative Questionnaire that shall be executed and delivered by each New Lender to the Administrative Agent on or before such Commitment Increase Date, (ii) Schedule 2.01 shall be amended and restated to set forth all Lenders (including any New Lenders) that will be Lenders hereunder after giving effect to such Commitment Increase (which amended and restated Schedule 2.01 shall be set forth in Annex I to the applicable Notice of Commitment Increase) and the Administrative Agent shall distribute to each Lender (including each New Lender) a copy of such amended and restated Schedule 2.01, and (iii) each New Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under this Agreement. (e) As a condition precedent to any Commitment Increase, and the Company shall deliver to the Administrative Agent (Ei) a certificate of a Responsible Officer of the Company dated as of the Commitment Increase Date certifying and attaching the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase and certifying that, before and after giving effect to such Commitment Increase, (A) the representations and warranties contained in Article V shall be this Agreement made by the Borrowers are true in all material respects and correct on and as of the Commitment Increase Date as if made on (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date. The Administrative Agent shall notify ) and (B) no Default or Event of Default exists or will exist as of the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith Date, and (ii) any such proposed Commitment Increaselegal opinions, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to certificates and/or other documents reasonably requested by the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate connection with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionIncrease.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice On any date prior to the Administrative Agentlatest Termination Date, propose that the Aggregate Facility Amount be increased Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (each the “Maximum Accordion Amount”) for all such proposed increase being increases (any such increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as the Borrower may determine, all effective as of to become a date party to this Agreement; provided that (the “Commitment Increase Date”i) that each Additional Lender shall be specified in such notice acceptable to the Administrative Agent, and that each Increasing Lender and each Additional Lender shall be prior acceptable to the Commitment Termination Date; provided the following limitations shall apply: Fronting Banks, (Aii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as allocations of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower Administrative Agent in its sole discretionconsultation with FE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.

Commitment Increase. Subject to the satisfaction of the conditions precedent set forth in Section 4 below: (a) Each Increasing Lender party hereto agrees to increase its Commitment to the “Commitment Amount” listed on Schedule I hereto. (b) Each Additional Lender party hereto extends to the Borrowers, on the Amendment Date, such Additional Lender’s Commitment in the amount designated for such Additional Lender as set forth on Schedule I hereto, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in the Amended Credit Agreement. Each Additional Lender agrees that, upon the Amendment Date, such Additional Lender will be a Lender for all purposes of the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement), and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement). Each Additional Lender represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 8.08(b)(iii), (v) and (vi) of the Amended Credit Agreement (subject to such consents, if any, as may be required under Section 8.08(b)(iii) of the Amended Credit Agreement), (iii) from and after the Amendment Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitment and either it, or the Person exercising discretion in making its decision to acquire such Commitment, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and this Amendment, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 4.01(g) of the Amended Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to extend its Commitment, and (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to extend its Commitment to the Borrowers pursuant to the terms of this Amendment and the Amended Credit Agreement. Each Additional Lender agrees that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents (as defined in the Amended Credit Agreement). Each Additional Lender has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of the Amended Credit Agreement. (c) The Borrower mayAdministrative Agent, each Fronting Bank and each Swing Line Lender consent to the execution and delivery by giving at least 15 Business Days’ notice to each Additional Lender of this Amendment. (d) The Borrowers, the Administrative Agent, propose the Fronting Banks, the Swing Line Lenders and each Lender party hereto (including each Additional Lender and each New Extension Lender) agree that on the Aggregate Facility Amount be increased Amendment Date Schedule I to the Credit Agreement is amended and restated in its entirety by Schedule I hereto. (each such proposed increase being a “Commitment Increase”), through an increase e) Simultaneously with the effectiveness of this Amendment and notwithstanding any provisions of Section 2.06(b)(iii) of the Credit Agreement to the contrary, the Commitments of each of the Lenders, the outstanding amount of all Pro-Rata Advances and the participations of the Lenders in outstanding Letters of Credit and outstanding Swing Line Advances shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule I hereto). In order to effect such reallocations, each Additional Lender, each New Extension Lender and each other Lender whose Commitment as set forth on Schedule I hereto is in an amount that exceeds the amount of one or more existing Lenders its “Commitment” under the Credit Agreement (each an “Increasing Assignee Lender”) and/or shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the addition Commitments of one or more Persons (who must be Eligible Assignees) the Lenders whose Commitments as assuming Lenders set forth on Schedule I hereto are less than their respective “Commitments” under the Credit Agreement (each an “Assuming Assignor Lender”), so that the Commitments of each Lender will be as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that set forth on Schedule I hereto. Such purchases shall be specified deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments (or, if less, in the case of any such notice and that promissory note payable by a Borrower, such Assignor Lender’s or Assignee Lender’s pro rata share (based on the Commitments of all Lenders) of such Borrower’s Borrower Sublimit), no other documents or instruments shall be, or shall be prior required to the Commitment Termination Date; provided the following limitations shall apply: be, executed in connection with such purchases and assignments (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect all of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such datewhich are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment IncreaseAgent, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to as the Administrative Agent a notice in which such Lender shall set forth may direct (after giving effect to any netting effected by the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed Administrative Agent) with respect to such increase in its Commitment), reallocations and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionassignments.

Commitment Increase. The (a) Borrower may, at any time and from time to time, by giving at least 15 Business Days’ notice to the Administrative Agent, propose that the Aggregate Facility Amount be increased request an increase (each such proposed increase being a “Commitment Increase”) in the Committed Amount from One Hundred Thirty Five Million Dollars ($135,000,000) up to a maximum amount of One Hundred Seventy-Five Million Dollars ($175,000,000). The Committed Amount may be so increased either by (i) admitting additional Lenders hereunder (each, through an increase of a “New Lender”) or (ii) increasing the Commitment and Commitment Percentage of one or more any existing Lenders Lender (each each, an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) provided that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may each Commitment Increase shall be in an amount not propose more less than two Commitment Increases during any calendar quarter, Five Million Dollars ($5,000,000), (B) the proposed aggregate Commitment Increase does not exceed Forty Million Dollars ($40,000,000), (C) any Commitment Increase is subject to satisfaction of the conditions set forth in respect subparagraph (b) hereof and (D) no Lender shall be under any obligation to increase its Committed Amount or Commitment Percentage, and each Lender may decline to do so in its sole and absolute discretion. (b) As conditions to a Commitment Increase, (i) each New Lender shall have delivered a Joinder Agreement in the form of Exhibit D attached hereto and the Agent shall have executed, acknowledged and agreed to same; (ii) if requested by a New Lender, Borrower shall have executed and delivered to Agent the applicable Line Note payable to the order of such New Lender; and (iii) the Credit Parties and each New Lender shall have otherwise executed and delivered such other instruments and documents as the Agent shall have reasonably requested in connection with such Commitment Increase, including opinions of counsel to the Credit Parties. The form and substance of the documents required under this subparagraph shall be fully acceptable to the Agent in its discretion. The Agent shall promptly provide written notice to all Lenders of any Commitment Increase. (c) After the admission of any New Lender or increase in the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment IncreaseLender, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to each Lender a new Schedule A to the Borrower Loan Agreement (and each Lender acknowledges that its Commitment Percentage under such Schedule will change in accordance with its pro rata share of the increased Commitment Amount). In the event that there are any Loans outstanding after giving effect to a copy Commitment Increase, upon notice from Agent to each Lender, the amount of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view Loans owing to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming each Lender shall be subject appropriately adjusted to reflect the consent new Commitment Percentage of each Lender. (d) Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations part of any Lender to increase its Commitment or Commitment Percentage hereunder or a commitment or agreement on the part of Commitments hereunder (including Borrower or Agent to give or grant to any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by Lender the Borrower in right to increase its sole discretionCommitment or Commitment Percentage hereunder.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice to the Administrative Agent, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”i) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at At any time exceed $2,000,000,000, (D) after the Effective Date, provided that no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increasecontinuing, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower Borrowers may, with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, (which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any request from the Lenders an increase of the aggregate Revolving Loan Commitments for up to an aggregate principal amount of Twenty Five Million Dollars ($25,000,000) by notice to Administrative Agent in writing of the amount of such proposed increase. For any Lender that accepts an offer to it by Borrowers to increase its Revolving Commitment pursuant to this Section, the amount of Revolving Commitments hereunder shall be deemed to be amended to so increase the Revolving Commitment of such Lender. To the extent that the Lenders do not agree to the increase in the Revolving Commitments, Borrowers may, with the consent of Administrative Agent, offer to one or more other Persons acceptable to Administrative Agent (including any allocation as between Increasing Lenders an "assignee") the opportunity to participate in all or a portion of the increased Revolving Commitments. (ii) Any assignee that Borrowers select to offer participation in the increased Revolving Commitments, and Assuming Lendersthat elects to become a party to this Agreement and obtain a Revolving Commitment, shall execute a written agreement in the form of Exhibit 1.1(d)(ii) hereto (the "New Lender Agreement") with Borrowers and Administrative Agent and satisfactory to Administrative Agent, whereupon such assignee (a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be determined bound by and entitled to the Borrower benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender and the amount of Revolving Commitments hereunder shall be deemed amended to add the amount of the Revolving Commitment of such New Lender. (iii) Notwithstanding anything to the contrary in this Section, (i) no Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretiondiscretion and (ii) after giving effect to any increase in the Revolving Commitments pursuant to this Section, the aggregate amount of the Revolving Commitments shall not exceed $175,000,000.

Commitment Increase. (a) The Borrower mayBorrowers shall have the right, at any time and from time to time by written notice to and in consultation with the Administrative Agent, to request an increase in the aggregate Commitments (each such requested increase, a "Commitment Increase"), by giving at least 15 Business Days’ notice having one or more existing Lenders increase their respective Commitments then in effect (each, an "Increasing Lender"), by adding as a Lender with a new Commitment hereunder one or more Persons that are not already Lenders (each, an "Additional Lender"), or a combination thereof; provided that (i) each Commitment Increase shall be offered first to the Lenders pro rata (based on their then-existing Commitments), (ii) each request for a Commitment Increase shall be in an aggregate minimum amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof, (iii) the aggregate of all Commitment Increases shall not exceed $50,000,000, and (iv) no existing Lender shall be obligated to increase its Commitment as a result of any request for a Commitment Increase by the Borrower unless it agrees in writing and in its sole discretion. (b) Each Additional Lender must be approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and the Borrowers. Each Additional Lender, the Borrowers and the Administrative Agent shall execute a joinder agreement to evidence the Commitment of such Additional Lender and its status as a Lender hereunder and each Increasing Lender, the Borrowers and the Administrative Agent shall sign an agreement evidencing the increased Commitment of such Lender, in each case together with all such other documentation (including evidence of the Borrowers' authorization of the increase) as the Administrative Agent, the Additional Lender or the Increasing Lender may reasonably require, all in form and substance reasonably satisfactory to the Administrative Agent, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase of Borrowers and the Commitment of one Additional Lender or more existing Lenders (each an “the Increasing Lender”. (c) and/or If the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”)aggregate Commitments are increased in accordance with this Section, as the Borrower may determine, all Administrative Agent and the Borrowers shall determine the effective as of a date (the “"Commitment Increase Date”) that ", which shall be specified in such notice and that shall be a Business Day not less than thirty (30) days prior to the Commitment Termination Date; provided ) and the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as final allocation of such dateincrease. The Administrative Agent shall promptly notify the Borrowers and the Lenders of a proposed the final allocation of such increase and the Commitment Increase promptly upon its receipt Date. The Administrative Agent is hereby authorized, on behalf of notice from the Borrower with respect thereto. Each Lender will consider Lenders, to enter into any amendments to this Agreement and the other Credit Documents as the Administrative Agent shall reasonably deem appropriate to effect such Commitment Increase. (d) To the extent necessary to keep the outstanding Loans ratable in good faith the event of any such proposed non-ratable increase in the aggregate Commitments, on the Commitment Increase Date, (i) all then outstanding LIBOR Loans (the "Existing Loans") shall automatically be converted into Base Rate Loans, (ii) immediately after the effectiveness of the Commitment Increase, provided that it shall be the Borrowers shall, if they so request, convert such Base Rate Loans into LIBOR Loans (the "Subsequent Borrowings") in each Lender’s sole discretion whether an aggregate principal amount equal to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt the aggregate principal amount of the Borrower’s notice proposing Existing Loans and of the Types and for the Interest Periods specified in a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver Notice of Conversion/Continuation delivered to the Administrative Agent a notice in which such accordance with Section 2.11(b), (iii) each Lender shall set forth pay to the maximum increase Administrative Agent in its immediately available funds an amount equal to the difference, if positive, between (y) such Lender's ratable share (based on the Commitments, calculated after giving effect to the Commitment Increase) of the Subsequent Borrowings and (z) such Xxxxxx's ratable share (based on the Commitments, calculated without giving effect to which such Lender is willing to agree the Commitment Increase) of the Existing Loans, (any Lender not responding by such time to be deemed not to have agreed to such increase iv) after the Administrative Agent receives the funds specified in its Commitment)clause (iii) above, and the Administrative Agent shall promptly provide pay to each Lender the portion of such funds equal to the Borrower a copy difference, if positive, between (y) such Lender's ratable share (based on the Commitments, calculated without giving effect to the Commitment Increase) of the Existing Loans and (z) such Increasing Lender’s notice. The Administrative Agent 's ratable share (based on the Commitments, calculated after giving effect to the Commitment Increase) of the amount of the Subsequent Borrowings, (v) the Lenders shall cooperate be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Commitments (calculated after giving effect to the Commitment Increase), (vi) the Borrower in discussions with shall pay all accrued but unpaid interest on the Existing Loans to the Lenders entitled thereto and Eligible Assignees with a view (vii) Schedule 1.1(a) shall automatically be amended to arranging any proposed Commitment Increase through the increase of reflect the Commitments of one or more all Lenders after giving effect to the Commitment Increase. The conversion of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts Existing Loans pursuant to secure any such proposed Commitment Increase clause (provided that any such addition of an Eligible Assignee as an Assuming Lender i) above shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined indemnification by the Borrower in its sole discretionpursuant to the provisions of Section 2.18 if the Commitment Increase Date occurs other than on the last day of the Interest Period relating thereto.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice to 2.9.1 In the Administrative Agent, propose event that the Aggregate Facility Amount be increased (each such proposed Parent Borrower wishes to increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event Class at any time exceed $2,000,000,000, (Dand from time to time) when no Default or Event of Default shall have has occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increaseis continuing, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent it shall notify the Lenders Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a proposed “Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith Notice”); provided that (i) any such proposed Commitment Increase, provided that it request shall be in each Lender’s sole discretion whether a minimum amount of $20,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent, (ii) immediately after giving effect to agree any increase, the aggregate amount of increases under all Classes pursuant to this Section 2.9.1 shall not exceed an amount equal to $150,000,000 minus the aggregate amount by which the Aggregate Commitment shall theretofore have been increased pursuant to Section 2.10, (iii) the Parent Borrower shall not make more than four requests to increase Commitments pursuant to this Section 2.9 and (iv) no existing Lender shall be obligated to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt as a result of any request for an increase by the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase Parent Borrower unless it agrees in its Commitment sole discretion to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s noticedo so. The Administrative Agent shall cooperate with the Parent Borrower in discussions with the Lenders and Eligible Assignees with a view may, at its election, (x) offer to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to y) with the consent of the Administrative Agent and the Issuing Lender, (which consent shall not be unreasonably withheld withheld), offer to one or delayedmore additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to Section 2.9.2 below. 2.9.2 Any additional bank, financial institution or other entity to which the Parent Borrower offers to participate in the Offered Increase Amount and which elects to become a party to this Agreement and provide a Commitment in the amount so offered pursuant to Section 2.9.1(y) shall execute a New Lender Supplement with the Parent Borrower and the Administrative Agent, whereupon such bank, financial institution or other entity (each a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1(a) shall be deemed to be amended to add the name and Commitment of such New Lender, provided that the Commitment of any such new Lender shall be in an amount not less than $15,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent. 2.9.3 Any Lender which accepts an offer to it by the Parent Borrower to increase its Commitment pursuant to Section 2.9.1 shall, in each case, execute a Commitment Increase Supplement with the Parent Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.1(a) shall be deemed to be amended to so increase the Commitment of such Lender. 2.9.4 To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the Aggregate Revolving A Commitment, Revolving B Commitment or any new Class previously established pursuant to Section 2.10, on the effective date of any such increase, (i) all then outstanding Loans of the affected Class (the “Initial Loans”) shall be deemed to be repaid, (ii) immediately after the effectiveness of any such increase, the relevant Borrowers shall be deemed to have made new borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.3, (iii) each applicable Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata share (calculated after giving effect to the increase) of the Subsequent Borrowings and (z) such Lender’s pro rata share (calculated without giving effect to the increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each applicable Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata share (calculated without giving effect to the increase) of the Initial Loans and (z) such Lender’s pro rata share (calculated after giving effect to the increase) of the amount of the Subsequent Borrowings, (v) the applicable Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolving A Commitment or Revolving B Commitment, as the case may be (calculated after giving effect to the increase); provided, that any allocations and (vi) the relevant Borrowers shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto. The conversion of the Initial Loans pursuant to this Section 2.9.4 above shall be subject to indemnification by the relevant Borrowers pursuant to the provisions of Section 4.8 if the effective date of any increase occurs other than on the last day of the Interest Period relating thereto. 2.9.5 Notwithstanding anything to the contrary herein, prior to the effectiveness of any increase in the Commitments hereunder pursuant to this Section 2.9, the Administrative Agent shall have received a certificate of the secretary or assistant secretary of the Parent Borrower (including any allocation or such other Person as between Increasing Lenders is reasonably acceptable to the Administrative Agent) certifying that attached thereto is a true, correct and Assuming Lenders) shall be determined complete copy of the resolutions duly adopted by the Borrower Board of Directors or comparable governing body of each Credit Party authorizing or consenting to such increased Commitments, in its sole discretioneach case to the extent such resolutions have not previously been delivered to the Administrative Agent.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (i) On any date prior to the Administrative Agentlatest Termination Date, propose that the Aggregate Facility Amount be increased Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (each the “Maximum Accordion Amount”) for all such proposed increase being increases (any such increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as the Borrower may determine, all effective as of to become a date party to this Agreement; provided that (the “Commitment Increase Date”i) that each Additional Lender shall be specified in such notice acceptable to the Administrative Agent, and that each Increasing Lender and each Additional Lender shall be prior acceptable to the Commitment Termination Date; provided the following limitations shall apply: Fronting Banks, (Aii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as allocations of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its sole discretionBorrower Sublimit.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice to the Administrative Agent, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A1) the Borrower may not propose more than two one Commitment Increases Increase during any calendar quarter,period of 12 consecutive months; (B2) the minimum proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date shall be no less than $100,000,000,; (C3) in no event shall the Aggregate Facility Amount may not in any event aggregate amount of the Commitments at any time exceed $2,000,000,000,1,000,000,000; and (D4) no Default or Event of Default shall have has occurred and be is continuing on the relevant such Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such dateDate. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it notice. It shall be in each Lender’s 's sole discretion whether to agree to increase its Commitment hereunder in connection therewithwith a proposed Commitment Increase. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase's notice, each Lender that is willing to increase its Commitment hereunder (an "Increasing Lender") shall deliver to the Administrative Agent a notice notice, in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment)agree, and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s 's notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any the proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition as Assuming Lenders of one or more Eligible Assignees as Assuming Lenders acceptable to the Borrower, the Syndication Agent and the Administrative Agent shall use its reasonable efforts and as parties to secure any such proposed Commitment Increase (this Agreement, provided that any (X) the minimum Commitment of each such addition of an Eligible Assignee as an Assuming Lender that becomes a party to this Agreement pursuant to this Section 2.05(d) shall be subject to the consent of the Administrative Agent $25,000,000 and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that (Y) any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower (provided that allocations of increases in its sole discretion.Commitments among Increasing Lenders shall be based on the ratio of each existing Lender's proposed increased Commitment, if any, to the aggregate of all of the existing Lenders' proposed increased Commitments). If agreement is reached prior to the Commitment Increase Date with the Increasing Lenders and Assuming Lenders, if any, as to a Commitment Increase (the amount of which may be less than that specified in the applicable notice from the Borrower), the Borrower shall deliver, no later than one day prior to the Commitment Increase Date, a notice to the Administrative Agent (and the Administrative Agent shall give notice thereof to the Lenders (including any Assuming Lenders)). On the Commitment Increase Date, the Assuming Lenders, if any, shall become Lenders hereunder as of the Commitment 35 - 31 - Increase Date and the Commitments of such Increasing Lenders and such Assuming Lenders shall become or be, as the case may be, as of the Commitment Increase Date the amounts specified in the notice delivered by the Borrower to the Administrative Agent; provided that:

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (i) On any date prior to the Administrative Agentlatest Termination Date, propose that the Aggregate Facility Amount be increased Borrower may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $250,000,000 (each the “Maximum Accordion Amount”) for all such proposed increase being increases (any such increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any 744224964 existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as the Borrower may determine, all effective as of to become a date party to this Agreement; provided that (the “Commitment Increase Date”i) that each Additional Lender shall be specified in such notice acceptable to the Administrative Agent, and that each Increasing Lender and each Additional Lender shall be prior acceptable to the Commitment Termination Date; provided the following limitations shall apply: Fronting Banks, (Aii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as allocations of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Administrative Agent in consultation with the Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrower shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by the Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of the Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by the Borrower in its sole discretionthis Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of the Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of the Borrower approving such Commitment Increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by the Borrower for such Commitment Increase. (iii) Upon the effective date of any Commitment Increase, the Borrower shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the 744224964 commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (i) On any date prior to the Administrative Agentlatest Termination Date, propose that the Aggregate Facility Amount be increased Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $200,000,000 (each the “Maximum Accordion Amount”) for all such proposed increase being increases (any such increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as the Borrower may determine, all effective as of to become a date party to this Agreement; provided that (the “Commitment Increase Date”i) that each Additional Lender shall be specified in such notice acceptable to the Administrative Agent, and that each Increasing Lender and each Additional Lender shall be prior acceptable to the Commitment Termination Date; provided the following limitations shall apply: Fronting Banks, (Aii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as allocations of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its sole discretionBorrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment 41 753191373

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ written notice to the Administrative AgentAgent Bank and the Lenders, propose that increase the Aggregate Facility Amount be increased Commitment by up to an additional Fifteen Million Dollars (each $15,000,000.00) (the actual amount of such proposed increase to the Aggregate Commitment being a herein referred to as the “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: that (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default has occurred and remain continuing, (ii) no more than two (2) Commitment Increases may be made during the term of the Credit Facility and in no case shall the total of such Commitment Increases exceed Fifteen Million Dollars ($15,000,000.00) in the aggregate, (iii) the obligation to fund the Commitment Increase is assumed by a Lender or Lenders then party to this Credit Agreement or (after having first offered the Commitment Increase to the Lenders then party to the Credit Agreement) by a Person or Persons that are Eligible Assignees, in each case acceptable to Borrower and, in the latter case, reasonably acceptable to the Agent Bank, and in each instance evidenced in writing by execution of an Assumption and Consent Agreement in the form of Exhibit L attached hereto, executed by each such assuming Lender or Eligible Assignee, Agent Bank and Borrower, provided that no Lender shall have any obligation to increase its Syndication Interest in effect as of the Restatement Effective Date, (iv) each such assuming Lender or Eligible Assignee concurrently purchases a Pro Rata Share of the Funded Outstandings from the Lenders party to the Credit Agreement (and each Lender hereby agrees to sell the appropriate proportion of its Pro Rata Share at par value to such assuming Lender or Eligible Assignee) that is equivalent to the increased new Pro Rata Share of each such assuming Lender or Eligible Assignee after giving effect to the Commitment Increase and such Lender’s Syndication Interest in the Aggregate Commitment, (v) Borrower pays Agent Bank any amount owing under Section 2.07(c) and any fees owing to the Agent Bank or to the assuming Lenders or Eligible Assignees committing to fund the Commitment Increase based upon negotiations made in connection with the funding of the Commitment Increase, (vi) the Commitment Increase shall not increase the Pro Rata Share of the Aggregate Commitment and the Pro Rata Share of the amount of the Funded Outstandings held by any other Lender absent the express written consent of that Lender, (vii) the Commitment Increase shall not be available for advance by Lenders until each condition precedent set forth in Sections 3.24 through 3.31 of Article III C shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increasebeen fully satisfied, and and (Eviii) the representations and warranties in Article V shall be true in all material respects on and as no more than Five Million Dollars ($5,000,000.00) of the Commitment Increase Date as if made on and as shall be available to Borrower for funding prior to the sixth (6th) month anniversary of such datethe Restatement Effective Date. The Administrative Agent shall notify Giving effect to the Lenders of a proposed Commitment Increase promptly upon its receipt and purchase of notice from Pro Rata Shares of the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment IncreaseFunded Outstandings, provided that it adjustments shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver made to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more Pro Rata Shares of the Lenders and/or in the addition of one or more Eligible Assignees as Assuming Lenders Aggregate Commitment and the Administrative Agent shall use its reasonable efforts to secure any Pro Rata Shares of Funded Outstandings such proposed that the Pro Rata Shares of each Lender in the Aggregate Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject identical to the consent its Pro Rata Share of the Administrative Funded Outstandings. The Agent Bank shall promptly thereafter prepare and circulate to Borrower and the Issuing LenderBanks a revised Schedule of Lenders’ Proportions in Credit Facility reflecting such increased Aggregate Commitment and the revised Pro Rata Shares of the Lenders in the Credit Facility, which consent and such revised Schedule of Lenders’ Proportions in Credit Facility shall not be unreasonably withheld or delayed); provided, that any allocations supersede and replace the then existing Schedule of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower ’ Proportions in its sole discretionCredit Facility.

Commitment Increase. Effective on September 28, 2007, subject to satisfaction of the conditions of effectiveness of this Amendment set forth in Section 3 hereof on or prior to such date (such date, subject to satisfaction of such conditions, the “Effective Date”): (a) The Borrower may, by giving at least 15 Business Days’ notice to the Administrative Agent, propose Company confirms and agrees that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through i) it has requested an increase in the aggregate Revolving Commitments in the amount of $500,000,000 from the Increase Lenders pursuant to and on the terms set forth in Section 2.01(d) of the Commitment Credit Agreement, effective on the Effective Date, (ii) the Company will cause the Effective Date to be the first day of one or more existing an Interest Period for all Conventional Revolving Loans then outstanding, (iii) on the Effective Date the Company will borrow (and hereby requests funding of) Conventional Revolving Loans from the Increase Lenders in the amounts required by Section 2.01(d)(iv) of the Credit Agreement for application as therein set forth and (each an “Increasing Lender”iv) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided Effective Date the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender Company will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice timely Interest Election Request which will apply equally and ratably to all Conventional Revolving Loans outstanding on the Effective Date, including those funded on the Effective Date by the Increase Lenders. (b) Each Increase Lender agrees that (i) effective on and at all times after the Effective Date, in which addition to all Revolving Commitments of such Lender shall (if any) outstanding prior to the Effective Date, such Increase Lender will be bound by all obligations of a Lender under the Credit Agreement in respect of an additional Revolving Commitment in the amount set forth next to the maximum increase name of such Increase Lender on Schedule A hereto and (ii) on the Effective Date such Increase Lender will fund Conventional Revolving Loans in the amount required by Section 2,01(d)(iv) of the Credit Agreement for application as therein set forth. On the Effective Date, each Increase Lender which was not a Lender prior to the Increase Effective Date will become a Lender for all purposes of the Credit Agreement. (c) Exhibit 2.01(a) to the Credit Agreement is hereby amended and restated in its entirety to read as set forth on Schedule B hereto, so as to reflect (i) the additional Revolving Commitment to which such of each Increase Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase as set forth in its Commitment), Schedule A hereto and the Administrative Agent shall promptly provide pro rata share that such Revolving Commitment bears to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with aggregate Revolving Commitments after giving effect to this Amendment, (ii) assignments recorded in the Borrower in discussions with Register after the Lenders Closing Date and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase (iii) adjustment of the Commitments of one or more pro rata shares of the Lenders and/or as necessary to reflect the addition of one or more Eligible Assignees as Assuming Lenders each such additional Revolving Commitment and the Administrative Agent shall use its reasonable efforts pro rata share and to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject give effect to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretion.such

Commitment Increase. (a) The Borrower mayBorrowers may at any time or from time to time after the Effective Date (but no more than five times during the term of the Facilities), by giving at least 15 Business Days’ notice to the Administrative AgentAgent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), propose that request one or more increases in the Aggregate Facility Amount be increased amount of the US Revolving Credit Commitments and/or the Foreign Revolving Credit Commitments (each such proposed increase being increase, a “Commitment Increase”), through an increase ; provided that upon the effectiveness of the Commitment of one or more existing Lenders any Incremental Amendment (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”defined below), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant and each Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in an aggregate principal amount that is not less than $25,000,000 in the case of a Commitment Increase under the US Revolving Credit Facility or €15,000,000 in the case of a Commitment Increase under the Foreign Revolving Credit Facility (provided that such amount may be less than $25,000,000 or €15,000,000 if such amount represents all material respects on and as remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increase Date as if made Increases shall not result in the aggregate Commitments exceeding $400,000,000 (calculated based on and as the Equivalent thereof in US Dollars in the case of such dateForeign Revolving Credit Commitments). The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of Each notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether Borrowers pursuant to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender this Section 2.19 shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase requested amount of the Commitments relevant Commitment Increase. Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of one any Commitment Increase) or more of the Lenders and/or the addition of one or more by any other Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase Assignee (provided that any required approval of such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of by the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations and the commitment of any such Eligible Assignee to the relevant Commitment Increase is at least $5,000,000 in the case of a Commitment Increase under the US Revolving Credit Facility or €5,000,000 in the case of a Commitment Increase under the Foreign Revolving Credit Facility). Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to Schedule I (with a joinder agreement in the case of Commitments hereunder any Eligible Assignee providing any portion of such Commitment Increases), executed by the applicable Administrative Agent, each Lender and Eligible Assignee that is in each case agreeing to provide any portion of the relevant Commitment Increase, and the Borrowers. Any such Incremental Amendment 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 (including any allocation as between Increasing increase in the Applicable Margin and the fees set out in Sections 2.09, provided that any such increase shall apply to and be for the benefit of all the Lenders under the applicable Revolving Credit Facility), in the reasonable opinion of the Administrative Agent and Assuming Lenders) the Borrowers, to effect the provisions of this Section 2.19. The effectiveness of any Incremental Amendment shall be determined subject to the satisfaction on the date thereof of each of the conditions set forth in Section 3.02 (it being understood that all references to “the date of such Borrowing, issuance or renewal” or similar language in such Section 3.02 shall be deemed to refer to in such instance to the effective date of such Incremental Amendment). The Borrowers may use Commitment Increases for any purpose not prohibited by the Borrower in its sole discretion.this Agreement. 92 Chemtura (Revolving Facility) Credit Agreement

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice On any date prior to the Administrative Agentlatest Termination Date, propose that the Aggregate Facility Amount be increased Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $200,000,000 (each the “Maximum Accordion Amount”) for all such proposed increase being increases (any such increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as the Borrower may determine, all effective as of to become a date party to this Agreement; provided that (the “Commitment Increase Date”i) that each Additional Lender shall be specified in such notice acceptable to the Administrative Agent, and that each Increasing Lender and each Additional Lender shall be prior acceptable to the Commitment Termination Date; provided the following limitations shall apply: Fronting Banks, (Aii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as allocations of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower Administrative Agent in its sole discretionconsultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice On any date prior to the Administrative Agentlatest Termination Date, propose that the Aggregate Facility Amount be increased Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (each the “Maximum Accordion Amount”) for all such proposed increase being increases (any such increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as the Borrower may determine, all effective as of to become a date party to this Agreement; provided that (the “Commitment Increase Date”i) that each Additional Lender shall be specified in such notice acceptable to the Administrative Agent, and that each Increasing Lender and each Additional Lender shall be prior acceptable to the Commitment Termination Date; provided the following limitations shall apply: Fronting Banks, (Aii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as allocations of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower Administrative Agent in its sole discretionconsultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agentconditions set forth in clauses (b) and (c) of this Section 2.14, propose the Borrower may request that the Aggregate Facility Amount amount of the aggregate Commitments be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders times, in each case in a minimum amount of $10,000,000 or in integral multiples of $10,000,000 in excess thereof; provided that, the aggregate Commitments may not exceed $200,000,000. (each an “Increasing Lender”b) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that Each such increase shall be specified in such notice and that shall be prior to effective, without the Commitment Termination Date; provided consent of any Bank (other than any Bank increasing its Commitment) only upon the following limitations shall apply: conditions being satisfied: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default has occurred and is continuing at the time thereof or would be caused thereby, (ii) either the Banks having Commitments hereunder at the time the increase is requested agree to increase their Commitments in the amount of the requested increase or other financial institutions satisfying the definition of Eligible Assignee agree to make a Commitment in the amount of the difference between the amount of the increase requested by the Borrower and the amount by which the Banks having Commitments hereunder at the time the increase is requested are increasing their Commitments, (iii) such Banks and other financial institutions, if any, shall have occurred executed and be continuing on delivered to the relevant Administrative Agent a Commitment Increase Date Agreement or a New Bank Agreement, as applicable, and (iv) the Borrower shall result from have delivered such evidence of authority for the proposed Commitment Increaseincrease (including without limitation, andcertified resolutions of the applicable board of directors of the General Partner authorizing such increase) as the Administrative Agent may reasonably request. (Ec) Each financing institution to be added to this Agreement as described in Section 2.14(b)(ii) above shall execute and deliver to the representations Administrative Agent a New Bank Agreement, pursuant to which it becomes a party to this Agreement. Each Bank agreeing to increase its Commitment as described in Section 2.14(b)(ii) shall execute and warranties deliver to the Administrative Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Administrative Agent, for each Bank being added to this Agreement, a Note payable to such new Bank in Article V shall be true in all material respects on and as the principal amount of the Commitment Increase Date as if made on and as of such dateBank, and for each Bank increasing its Commitment, a replacement Note payable to such Bank, in the principal amount of the increased Commitment of such Bank. Each such Note shall be dated the effective date of the pertinent New Lender Agreement or Commitment Increase Agreement. Upon execution and delivery to the Administrative Agent of the Note and the execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Bank” hereunder with a Commitment as specified therein, or such existing Bank’s Commitment shall increase as specified therein, as the case may be, and the Administrative Agent shall notify all Banks of such addition or increase, and the final allocations thereof, and provide a revised Schedule 1.01(a) reflecting such additions or increase. (d) Notwithstanding anything to the contrary in this Section 2.14, the Banks having Commitments hereunder at the time any such increase is requested shall have the first right, but shall not be obligated, to participate in such increase by agreeing to increase their respective Commitments by their Pro Rata Share to the extent of such increase. The Administrative Agent shall notify not, and shall not be obligated to, permit any financial institutions that do not have, at that time, Commitments hereunder to make commitments for portions of the Lenders requested increase not assumed by the Banks having Commitments hereunder until each of a proposed Commitment Increase promptly upon its receipt such Banks have agreed to increase their Commitments or declined to do so. To facilitate the Banks’ right of notice from first refusal, the Borrower with respect theretoshall, by written notice to the Administrative Agent (which shall promptly deliver a copy to each Bank) given not less than 30 days prior to the requested effective date of the increase in Commitment (the “Increase Effective Date”), request that the Banks increase their Commitments. Each Lender will consider in good faith any such proposed Commitment IncreaseBank shall, provided that it shall be in each Lender’s sole discretion whether by notice to agree to increase its Commitment hereunder in connection therewith. No the Borrower and the Administrative Agent given not later than 10 Business Days after its 15 days following receipt of the Borrower’s notice proposing a request, advise the Borrower whether or not it will increase its Commitment Increase, each Lender as of the Increase Effective Date. Any Bank that is willing has not so advised the Borrower and the Administrative Agent by such day shall be deemed to have declined to agree to such increase in its Commitment. The decision to increase its Commitment hereunder shall deliver to be at the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy sole discretion of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretioneach Bank.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agentconditions set forth in clauses (b) and (c) of this Section 2.14, propose the Borrower may request that the Aggregate Facility Amount amount of the aggregate Commitments be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders times, in each case in a minimum amount of $10,000,000 or in integral multiples of $10,000,000 in excess thereof; provided that, the aggregate Commitments may not exceed $375,000,000. No Lender shall have any obligation to increase its Commitment. (each an “Increasing Lender”b) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that Each such increase shall be specified in such notice and that shall be prior to effective, without the Commitment Termination Date; provided consent of any Lender (other than any Lender increasing its Commitment) only upon the following limitations shall apply: conditions being satisfied: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default has occurred and is continuing at the time thereof or would be caused thereby, (ii) either the Lenders having Commitments hereunder at the time the increase is requested agree to increase their Commitments in the amount of the requested increase or other financial institutions satisfying the definitions of Eligible Assignee or Approved Affiliate agree to make a Commitment, (iii) such Lenders and other financial institutions, if any, shall have occurred executed and be continuing on delivered to the relevant Administrative Agent a Commitment Increase Date Agreement or a New Lender Agreement, as applicable, and (iv) the Borrower shall result from have delivered such evidence of authority for the proposed Commitment Increaseincrease (including without limitation, andcertified resolutions of the applicable board of directors of the General Partner authorizing such increase) as the Administrative Agent may reasonably request. (Ec) Each financing institution to be added to this Agreement as described in Section 2.14(b)(ii) above shall execute and deliver to the representations Administrative Agent a New Lender Agreement, pursuant to which it becomes a party to this Agreement. Each Lender agreeing to increase its Commitment as described in Section 2.14(b)(ii) shall execute and warranties deliver to the Administrative Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Administrative Agent, for each Lender being added to this Agreement, a Note payable to such new Lender in Article V shall be true in all material respects on and as the principal amount of the Commitment Increase Date as if made on and as of such dateLender, and for each Lender increasing its Commitment, a replacement Note payable to such Lender, in the principal amount of the increased Commitment of such Lender. The Each such Note shall be dated the effective date of the pertinent New Lender Agreement or Commitment Increase Agreement. Upon execution and delivery to the Administrative Agent of the Note and the execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase Agreement, as the case may be, such new financing institution shall constitute a “Lender” hereunder with a Commitment as specified therein, or such existing Lender’s Commitment shall increase as specified therein, as the case may be, and the Administrative Agent shall notify the all Lenders of such addition or increase, and the final allocations thereof, and provide a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any revised Schedule 1.01(a) reflecting such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing additions or increase. (d) The decision to increase its Commitment hereunder shall deliver to be at the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to sole discretion of each Lender. Any such increase in its Commitment)the Commitment shall have the same guarantees as, and the Administrative Agent shall promptly provide to the Borrower be secured on a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined pari passu basis by the Borrower in its sole discretionCollateral securing the Commitment prior to such increase.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Lenders but with the prior approval of the Administrative AgentAgent and each Issuing Bank, propose that to cause from time to time an increase in the Aggregate Facility Amount be increased Commitments of the Lenders (each such proposed increase being a “Commitment Increase”), through an increase of ) by adding to this Agreement one or more additional financial institutions that is not already a Lender hereunder and that is reasonably satisfactory to the Commitment of Administrative Agent or by allowing one or more existing Lenders to increase their respective Commitments (each an a “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming CI Lender”); provided, as the Borrower may determine, all effective as of a date however that (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred and which is continuing, (ii) no such Commitment Increase shall cause the Commitments under this Agreement to exceed $1,650,000,000, (iii) no Lender’s Commitment shall be continuing increased without such Lender’s prior written consent, (iv) if, on the relevant effective date of such increase, any Loans have been funded or any LC Exposure exists, then (a) the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, (b) all conditions to the obligation of any Lender to make a Loan on such date shall have been satisfied, (c) all Loans and participations in the LC Exposure (including participations retained by the applicable Issuing Banks in their capacity as Lenders) shall be fully reallocated on a prorata basis among, and such reallocation shall be agreed to and accepted by, all Lenders (such prorata reallocation to be determined immediately after such increase) and (d) the Borrower shall pay all accrued and unpaid interest on all amounts reallocated to a CI Lender, and (v) each CI Lender that is not already a Lender hereunder shall execute a joinder agreement in the form of Exhibit F attached hereto (a “Joinder Agreement”). (b) Any Commitment Increase Date or shall result be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, and which date shall be no earlier than five (E5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the representations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender, and warranties in Article V shall be true in all material respects on (iv) the amount of the respective Commitments of the then existing Lenders and as of the CI Lenders from and after the Commitment Increase Effective Date (as if made on and as of such datedefined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from Borrower whether or not the Borrower with respect thereto. Each Lender will consider in good faith any such Administrative Agent consents to the proposed Commitment Increase, provided that it shall . If the Administrative Agent consents to such Commitment Increase (such consent not to be in unreasonably withheld) and if each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Issuing Bank approves such Commitment Increase, the Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date, (i) each CI Lender that is willing to increase its Commitment hereunder shall shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a notice prepayment by the Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to (x) a CI Lender’s increase in Commitment or a CI Lender’s new Commitment (as applicable) times (y) the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date) divided by (z) the aggregate Commitments after giving effect to the Commitment Increase; (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means, with respect to any Reducing Percentage Lender, the amount equal to (x) the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date) times (y) the amount (expressed as a decimal) by which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed Reducing Percentage Lender’s Applicable Percentage immediately prior to such increase in its Commitment), and the Administrative Agent shall promptly provide exceeds such Reducing Percentage Lender’s Applicable Percentage after giving effect to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionIncrease.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agentterms and conditions set forth herein, propose that the Aggregate Facility Amount be increased Borrower shall have the right, without the consent of the Lenders, to cause, but not more than five times, an increase in the Commitments of the Lenders (each such proposed increase being a “Commitment Increase”)) by adding to this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and each Issuing Bank (not to be unreasonably withheld, through an increase of the Commitment of delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Dateincrease their respective Commitments; provided the following limitations shall apply: that (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred and be continuing on as of the relevant Commitment Increase Effective Date, (ii) no such Commitment Increase shall be less than $50,000,000, (iii) (A) prior to the Investment Grade Covenants Date and the release of all Liens on Collateral securing any Obligations, the aggregate amount of all such Commitment Increases shall not exceed $250,000,000, and (B) from and after the Investment Grade Covenants Date, provided that the all Liens on Collateral securing any Obligations have been released in accordance with the terms of this Agreement and the other Loan Documents, the aggregate amount of all such Commitment Increases (inclusive of any prior Commitment Increases pursuant to the foregoing clause (A)) shall not exceed $1,000,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion), (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall result from be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of such outstanding Loans and (vi) prior to the Investment Grade Covenants Date and the release of all Liens on Collateral securing any Obligations, no Commitment Increase shall be permitted to the extent that, after giving effect thereto, the Borrower would be required to grant Liens to secure its obligations under any Existing Notes or any Permitted Refinancing Indebtedness in respect thereof. (b) The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, and (Eii) the representations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and warranties in Article V shall be true in all material respects on (iv) the amount of the respective Commitments of the then existing Lenders and as of the CI Lenders from and after the Commitment Increase Effective Date (as if made on and defined below). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date. The Administrative Agent shall notify the Lenders , (i) each CI Lender shall, by wire transfer of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increaseimmediately available funds, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender shall set forth to the maximum Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase in its Commitment shall, by wire transfer of immediately available funds, deliver to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall promptly provide constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a copy prepayment by the Borrower pursuant to Section 2.10(a), ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Increasing Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Lender’s notice. The Administrative Agent shall cooperate with increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the Borrower in discussions with aggregate Commitments after giving effect to any Commitment Increase, times the Lenders and Eligible Assignees with a view aggregate principal amount of the outstanding Loans immediately prior to arranging giving effect to such Commitment Increase, if any, as of any proposed Commitment Increase through Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase Effective Date (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject without regard to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations effect of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by borrowings made on such Commitment Increase Effective Date after giving effect to the Borrower in its sole discretionCommitment Increase occurring on such Commitment Increase Effective Date).

Commitment Increase. (a) The Borrower mayAgent may at any time or from time to time after the Closing Date, by giving at least 15 Business Days’ notice to the Administrative AgentAgent (whereupon the Agent shall promptly deliver a copy to each of the Lenders), propose that request one or more increases in the Aggregate Facility Amount be increased amount of the Commitments (each such proposed increase being increase, a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided that upon the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment effectiveness of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) Incremental Amendment referred to below, no Default or Event of Default shall have occurred exist and be continuing on the relevant each Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in an aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all material respects on and as remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Commitment Increase Date as if made on and as of such dateIncreases shall not exceed $100,000,000. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of Each notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether pursuant to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender this Section 2.3.1 shall set forth the maximum requested amount of the relevant Commitment Increases. Commitment Increases may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to provide a portion of any Commitment Increase) or by any other Eligible Assignee. Commitments in respect of Commitment Increases shall become Commitments (or in the case of a Commitment Increase to be provided by an existing Lender, an increase in its such Lender’s applicable Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to Schedule 1.1 (with a joinder agreement in the case of any Eligible Assignee providing any portion of such Commitment Increases), executed by the Agent, each Lender and Eligible Assignee agreeing to which provide any portion of a Commitment Increase and the Obligors, and reaffirmations of the Security Documents and any other Loan Documents as reasonably requested by Agent, executed by the Obligors. The Incremental Amendment may, without the consent of any other Lenders, effect such Lender is willing amendments to agree this Agreement and the other Loan Documents as may be necessary or appropriate (including any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), the Applicable Margin and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower fees set out in discussions with the Lenders Sections 3.2.1 and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (3.2.3, provided that any such addition increase shall apply to and be for the benefit of an Eligible Assignee as an Assuming Lender all the Lenders), in the reasonable opinion of the Agent and the Borrower, to effect the provisions of this Section 2. 3.1. The effectiveness of any Incremental Amendment shall be subject to the consent satisfaction on the date thereof of each of the Administrative conditions set forth in Section 6.2 (it being understood that all references to “the date of such funding, issuance or grant” or similar language in such Section 6.2 shall be deemed to refer to the effective date of such Incremental Amendment) and such other conditions as may be required by the Agent. The Borrower may use Commitment Increases for any purpose not prohibited by this Agreement. (b) Upon each increase in the Commitments pursuant to this Section 2.3.1, (x) each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Commitment Increase (each a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment and (y) if, on the date of such increase, there are any Loans outstanding, portions of such Loans shall on the date of the effectiveness of such Commitment Increase be prepaid with the proceeds of additional Loans made by the Commitment Increase Lenders (such that after giving effect to such prepayment, the percentage of the Loans held by each Lender will equal the percentage of the aggregate Commitments of all Lenders represented by such Lender’s Commitment after giving effect to such Commitment Increase), which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.9. The Agent and the Issuing LenderLenders hereby agree that the minimum borrowing, which consent pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not be unreasonably withheld or delayed); provided, that any allocations of apply to the transactions effected pursuant to the immediately preceding sentence. Except as permitted under Section 2.3.1 (a) with respect to any increase in Applicable Margin and fees, the terms and conditions of Commitments hereunder such Commitment Increases (including any allocation as between Increasing Lenders pricing and Assuming Lendersmaturity date) shall be determined by identical to those applicable to the Borrower Aggregate Commitments immediately prior to the effectiveness of such Commitment Increases and the applicable commitments shall constitute Commitments hereunder. This Section 2.3.1 shall supersede any provisions in its sole discretionSection 12.5 or 15.1 to the contrary.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice 1. On any date prior to the Administrative AgentTermination Date, propose that but no more than once in each calendar year, the Aggregate Facility Amount be increased Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 and up to an aggregate amount for all such increases not more than the sum of the aggregate amount of the Commitments on the date of such request plus $500,000,000 (each any such proposed increase being increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Borrower may determineAdministrative Agent, all effective as and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks, (ii) the allocations of a date (the “Commitment Increase Date”) that among the Increasing Lenders shall be specified based on the ratio of each Increasing Lender’s proposed Commitment amount after giving effect to such Commitment Increase to the aggregate amount of all Increasing Lenders’ proposed Commitment amounts after giving effect to such Commitment Increase, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in such notice and that shall be prior the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Termination Date; provided Increase shall not exceed the following limitations amount of the Commitment Increase. The Borrowers shall apply:provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.05(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (i) Any Commitment Increase shall become effective upon (A) the Borrower may not propose more than two receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment Increases during any calendar quarter, of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the proposed Commitment Increase in respect funding by each Lender of the Commitment of any Increasing Advance(s) to be made by each such Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, described in paragraph (iii) below, (C) receipt by the Aggregate Facility Amount may not Administrative Agent of a certificate (the statements contained in any event at any time exceed $2,000,000,000, which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (D1) no Default or Event of Default shall have has occurred and be is continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and and (E2) the all representations and warranties made by such Borrower in Article V shall be this Agreement are true and correct in all material respects on and as (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of FET and each other Borrower, if any, electing to increase its Borrower Sublimit in connection with such Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower certifying, with respect thereto. Each Lender will consider to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of FET and such other Borrower electing to increase its Borrower Sublimit in good faith any connection with such proposed Commitment Increase, provided that it shall be approving, in each Lender’s sole discretion whether to agree to increase its the case of FET, such Commitment hereunder Increase and, in connection therewith. No later than 10 Business Days after its receipt the case of the such other Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment)Borrower Sublimit and (2) all governmental and regulatory authorizations and approvals required to be obtained by FET and such other Borrower for such Commitment Increase or increase in the applicable Borrower Sublimit, as the case may be. (ii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with Advances are held ratably by the Lenders and Eligible Assignees in accordance with a view their respective Commitments (after giving effect to arranging any proposed such Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent Increase). Prepayments made under this paragraph (iii) shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall not be subject to the consent notice requirements of Section 2.11. (iii) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the Administrative Agent commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations principal amount outstanding of any increase each Advance made by such Lender during the relevant period of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretiontime.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the terms and conditions set forth herein, the Borrower shall have the right, without the consent of the Banks but with the prior approval of the Administrative AgentAgent and each L/C Issuer (such approval not to be unreasonably withheld, propose that delayed or conditioned), to cause from time to time and at any time an increase in the Aggregate Facility Amount be increased Commitments of the Banks (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of ) by adding to this Agreement one or more additional financial institutions that is not already a Bank hereunder (each a “CI Bank”) or by allowing one or more existing Lenders Banks to increase their respective Commitments; provided, however that (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred which is then continuing, (ii) no such Commitment Increase shall cause the Total Committed Amount to exceed $3,000,000,000, (iii) no Bank’s Commitment shall be increased without such Bank’s prior written consent (which consent may be given or withheld in such Bank’s sole and be continuing absolute discretion), and (iv) if, on the relevant effective date of such increase, any Term Benchmark Advances have been made, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Term Benchmark Advances. (b) Any Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of requested by written notice from the Borrower with respect theretoto the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit F attached hereto. Each Lender will consider in good faith any such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, provided that it which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase, (iii) the identity of each CI Bank or Bank (or any combination thereof) that has agreed in each Lender’s sole discretion whether to agree writing to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt and (iv) the amount of the Borrower’s notice proposing a Commitment Increase, each Lender respective Commitments of the then existing Banks that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), are increasing their respective Commitments and the Administrative Agent shall promptly provide to CI Banks from and after the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees Effective Date (as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of defined below). If the Administrative Agent and the Issuing Lender, which each L/C Issuer approve such CI Bank (such approval not to be unreasonably withheld or delayed) and consent shall to such Commitment Increase (such consent not to be unreasonably withheld or delayed); provided, that any allocations all such Persons shall execute a counterpart to the Notice of any increase of Commitments hereunder (including any allocation as between Increasing Lenders Commitment Increase and Assuming Lenders) such Commitment Increase shall be determined effective on the proposed effective date set forth in the Notice of Commitment Increase or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Commitment Increase Effective Date, to the extent that there are Advances outstanding as of such date, (i) each CI Bank shall, by wire transfer of immediately available funds, deliver to the Administrative Agent such CI Bank’s New Funds Amount (as defined below), which amount, for each such CI Bank, shall constitute Advances made by such CI Bank to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Bank (as defined below) its Reduction Amount (as defined below), which amount, for each such Reducing Percentage Bank (as defined below), shall constitute a prepayment by the Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Advances of such Reducing Percentage Bank, and (iii) the Borrower shall be responsible to pay to each Bank any breakage fees or costs in connection with the reallocation of any outstanding Term Benchmark Advances. (d) For purposes of this Section 2.20 and Exhibit F, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Bank’s increased Commitment or a CI Bank’s Commitment (as applicable) represented as a percentage of the Total Committed Amount after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Advances immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Advances as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Bank” means each then existing Bank immediately prior to giving effect to the Commitment Increase that does not increase its sole discretion.respective Commitment as a result of the Commitment Increase and whose Pro Rata Share

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agentconditions set forth in clauses (b) and (c) of this Section 2.14, propose the Borrower may request that the Aggregate Facility Amount amount of the aggregate Commitments be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders times, in each case in a minimum amount of $10,000,000 (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), such lesser amount as the Borrower Administrative Agent approves) and in integral multiples of $5,000,000 (or such lesser amount as the Administrative Agent approves) in excess thereof; provided that, the aggregate Commitments may determine, all effective as of a date not exceed $1,700,000,000. No Lender shall have any obligation to increase its Commitment. (the “Commitment Increase Date”b) that Each such increase shall be specified in such notice and that shall be prior to effective, without the Commitment Termination Date; provided consent of any Lender (other than any Lender increasing its Commitment) only upon the following limitations shall apply: conditions being satisfied: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default has occurred and is continuing at the time thereof or would be caused thereby, (ii) either the Lenders having Commitments hereunder at the time the increase is requested agree to increase their Commitments in the amount of the requested increase and/or other financial institutions satisfying the definitions of Eligible Assignee or Approved Affiliate agree to make a Commitment, (iii) such Lenders and other financial institutions, if any, shall have occurred executed and delivered to the Administrative Agent a Commitment Increase Agreement or a New Lender Agreement, as applicable, and (iv) the Borrower shall have delivered such evidence of authority for the increase (including without limitation, certified resolutions of the board of directors or other governing body of the Ultimate General Partner authorizing such increase) as the Administrative Agent may reasonably request. (c) Each financing institution to be continuing on added to this Agreement as described in Section 2.14(b)(ii) above shall execute and deliver to the Administrative Agent a New Lender Agreement, pursuant to which it becomes a party to this Agreement. Each Lender agreeing to increase its Commitment as described in Section 2.14(b)(ii) shall execute and deliver to the Administrative Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Administrative Agent, for each Lender being added to this Agreement, a Note payable to such new Lender in the principal amount of the Commitment of such Lender to the extent a Note is requested by such new Lender, and for each Lender increasing its Commitment, a replacement Note payable to such Lender, in the principal amount of the increased Commitment of such Lender, to the extent such Lender has previously requested a Note. Each such Note (if any) shall be dated the effective date of the pertinent New Lender Agreement or Commitment Increase Agreement. Upon execution and delivery to the Administrative Agent of the Notes, if applicable, and the execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase Date Agreement, as the case may be, such new financing institution shall constitute a “Lender” hereunder with a Commitment as specified therein, or such existing Lender’s Commitment shall result from increase as specified therein, as the proposed case may be, and (i) any Lender increasing (or, in the case of any newly added Lender, providing) its Commitment Increaseshall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, and for the benefit of the 3rd Amended/Restated Credit Agreement other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Advances of all the Lenders to equal its revised Pro Rata Share of such outstanding Advances, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (Eii) the representations and warranties in Article V Borrower shall be true in deemed to have repaid and reborrowed all material respects on and outstanding Advances as of the Commitment Increase Date as date of any increase (or addition) in the Commitments (with such reborrowing to consist of the Types of Advances, with related Interest Periods if made on and as applicable, specified in a Notice of such dateBorrowing delivered by the Borrower, in accordance with the requirements of Section 2.02). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each SOFR Advance, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.10 if the deemed payment occurs other than on the last day of the related Interest Period. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall notify the all Lenders of such addition or increase, and the final allocations thereof, and provide a proposed Commitment Increase promptly upon its receipt revised Schedule 1.01(a) reflecting such additions or increase, whereupon such revised Schedule 1.01(a) shall replace the then-existing Schedule 1.01(a) and become part of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing this Agreement. (d) The decision to increase its Commitment hereunder shall deliver to be at the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to sole discretion of each Lender. Any such increase in its Commitment)any Lender’s Commitment shall have the same guarantees as, and the Administrative Agent shall promptly provide to the Borrower be secured on a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined pari passu basis by the Borrower in Collateral (if any) securing its sole discretionCommitment prior to such increase.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agentconditions set forth in clauses (b) and (c) of this Section 2.14, propose the Borrower may request that the Aggregate Facility Amount amount of the aggregate Commitments be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders times, in each case in a minimum amount of $10,000,000 (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), such lesser amount as the Borrower Administrative Agent approves) and in integral multiples of $5,000,000 (or such lesser amount as the Administrative Agent approves) in excess thereof; provided that, the aggregate Commitments may determine, all effective as of a date not exceed $1,700,000,000. No Lender shall have any obligation to increase its Commitment. (the “Commitment Increase Date”b) that Each such increase shall be specified in such notice and that shall be prior to effective, without the Commitment Termination Date; provided consent of any Lender (other than any Lender increasing its Commitment) only upon the following limitations shall apply: conditions being satisfied: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default has occurred and is continuing at the time thereof or would be caused thereby, (ii) either the Lenders having Commitments hereunder at the time the increase is 3rd Amended/Restated Credit Agreement requested agree to increase their Commitments in the amount of the requested increase and/or other financial institutions satisfying the definitions of Eligible Assignee or Approved Affiliate agree to make a Commitment, (iii) such Lenders and other financial institutions, if any, shall have occurred executed and delivered to the Administrative Agent a Commitment Increase Agreement or a New Lender Agreement, as applicable, and (iv) the Borrower shall have delivered such evidence of authority for the increase (including without limitation, certified resolutions of the board of directors or other governing body of the Ultimate General Partner authorizing such increase) as the Administrative Agent may reasonably request. (c) Each financing institution to be continuing on added to this Agreement as described in Section 2.14(b)(ii) above shall execute and deliver to the Administrative Agent a New Lender Agreement, pursuant to which it becomes a party to this Agreement. Each Lender agreeing to increase its Commitment as described in Section 2.14(b)(ii) shall execute and deliver to the Administrative Agent a Commitment Increase Agreement pursuant to which it increases its Commitment hereunder. In addition, a Responsible Officer shall execute and deliver to the Administrative Agent, for each Lender being added to this Agreement, a Note payable to such new Lender in the principal amount of the Commitment of such Lender to the extent a Note is requested by such new Lender, and for each Lender increasing its Commitment, a replacement Note payable to such Lender, in the principal amount of the increased Commitment of such Lender, to the extent such Lender has previously requested a Note. Each such Note (if any) shall be dated the effective date of the pertinent New Lender Agreement or Commitment Increase Agreement. Upon execution and delivery to the Administrative Agent of the Notes, if applicable, and the execution by the Administrative Agent of the relevant New Lender Agreement or Commitment Increase Date Agreement, as the case may be, such new financing institution shall constitute a “Lender” hereunder with a Commitment as specified therein, or such existing Lender’s Commitment shall result from increase as specified therein, as the proposed case may be, and (i) any Lender increasing (or, in the case of any newly added Lender, providing) its Commitment Increaseshall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, and for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Advances of all the Lenders to equal its revised Pro Rata Share of such outstanding Advances, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Advances then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (Eii) the representations and warranties in Article V Borrower shall be true in deemed to have repaid and reborrowed all material respects on and outstanding Advances as of the Commitment Increase Date as date of any increase (or addition) in the Commitments (with such reborrowing to consist of the Types of Advances, with related Interest Periods if made on and as applicable, specified in a Notice of such dateBorrowing delivered by the Borrower, in accordance with the requirements of Section 2.02). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar Rate Advance, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.10 if the deemed payment occurs other than on the last day of the related Interest Period. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall notify the all Lenders of such addition or increase, and the final allocations thereof, and provide a proposed Commitment Increase promptly upon its receipt revised Schedule 1.01(a) reflecting such additions or increase, whereupon such revised Schedule 1.01(a) shall replace the then-existing Schedule 1.01(a) and become part of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing this Agreement. (d) The decision to increase its Commitment hereunder shall deliver to be at the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to sole discretion of each Lender. Any such increase in its Commitment)any Lender’s Commitment shall have the same guarantees as, and the Administrative Agent shall promptly provide to the Borrower be secured on a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined pari passu basis by the Borrower in Collateral (if any) securing its sole discretion.Commitment prior to such increase. 3rd Amended/Restated Credit Agreement

Commitment Increase. In connection with the Extension Request and subject to the satisfaction of the conditions precedent set forth in Section 4 below: (a) Each Increasing Lender party hereto agrees to increase its Commitment to the “Commitment Amount” listed on Schedule I hereto. (b) Each Additional Lender party hereto extends to the Borrowers, on the Amendment Date, such Additional Lender’s Commitment in the amount designated for such Additional Lender as set forth on Schedule I hereto, such Commitment being made on a several, and not joint and several, basis and subject to the terms and conditions set forth in the Amended Credit Agreement. Each Additional Lender agrees that, upon the Amendment Date, such Additional Lender will be a Lender for all purposes of the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement), and such Additional Lender will promptly perform in accordance with the terms thereof all obligations and requirements which are required to be performed by a Lender under the Amended Credit Agreement and the other Loan Documents (as defined in the Amended Credit Agreement). Each Additional Lender represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Amended Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 8.08(b)(iii), (v) and (vi) of the Amended Credit Agreement (subject to such consents, if any, as may be required under Section 8.08(b)(iii) of the Amended Credit Agreement), (iii) from and after the Amendment Date, it shall be bound by the provisions of the Amended Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by its Commitment and either it, or the Person exercising discretion in making its decision to acquire such Commitment, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement and this Amendment, and has received or has been accorded the opportunity to receive copies of the financial statements referred to in Section 4.01(g) of the Amended Credit Agreement and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Amendment and to extend its Commitment, and (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to extend its Commitment to the Borrowers pursuant to the terms of this Amendment and the Amended Credit Agreement. Each Additional Lender agrees that it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents (as defined in the Amended Credit Agreement). Each Additional Lender has submitted to the Administrative Agent an Administrative Questionnaire duly completed by such Additional Lender to be used and relied upon by the Administrative Agent for all purposes of the Amended Credit Agreement. (c) The Borrower mayBorrowers, by giving at least 15 Business Days’ notice to the Administrative Agent, propose the Fronting Banks, the Swing Line Lenders and each Lender party hereto (including each Additional Lender and each Additional Commitment Lender) agree that on the Aggregate Facility Amount be increased Amendment Date, Schedule I to the Credit Agreement is amended and restated in its entirety by Schedule I hereto. (each such proposed increase being a “Commitment Increase”), through an increase d) Simultaneously with the effectiveness of this Amendment and notwithstanding any provisions of Section 2.06(b)(iii) of the Credit Agreement to the contrary, the Commitments of each of the Lenders, the outstanding amount of all Pro-Rata Advances and the participations of the Lenders in outstanding Letters of Credit and outstanding Swingline Advances shall be reallocated among the Lenders in accordance with their respective Percentages (determined in accordance with the amount of each Lender’s Commitment set forth on Schedule I hereto). In order to effect such reallocations, each Additional Lender, each Additional Commitment Lender and each other Lender whose Commitment as set forth on Schedule I hereto is in an amount that exceeds the amount of one or more existing Lenders its “Commitment” under the Credit Agreement (each an “Increasing Assignee Lender”) and/or shall be deemed to have purchased all right, title and interest in, and all obligations in respect of, the addition Commitments of one or more Persons (who must be Eligible Assignees) the Lenders whose Commitments as assuming Lenders set forth on Schedule I hereto are less than their respective “Commitments” under the Credit Agreement (each an “Assuming Assignor Lender”), so that the Commitments of each Lender will be as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that set forth on Schedule I hereto. Such purchases shall be specified deemed to have been effected by way of, and subject to the terms and conditions of, Assignment and Assumptions without the payment of any related assignment fee, and, except for any requested replacement promissory notes to be provided to the Assignor Lenders and Assignee Lenders in the principal amounts of their respective Commitments (or, if less, in the case of any such notice and that promissory note payable by a Borrower, such Assignor Lender’s or Assignee Lender’s pro rata share (based on the Commitments of all Lenders) of such Borrower’s Borrower Sublimit), no other documents or instruments shall be, or shall be prior required to the Commitment Termination Date; provided the following limitations shall apply: be, executed in connection with such purchases and assignments (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect all of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such datewhich are hereby waived). The Assignor Lenders and Assignee Lenders shall make such cash settlements among themselves, through the Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment IncreaseAgent, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to as the Administrative Agent a notice in which such Lender shall set forth may direct (after giving effect to any netting effected by the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed Administrative Agent) with respect to such increase in its Commitment), reallocations and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionassignments.

Commitment Increase. The (a) Subject to the terms and conditions set forth herein, the Borrower mayshall have the right, by giving at least 15 Business Days’ notice to without the consent of the Lenders but with the prior approval of the Administrative Agent, propose that to cause from time to time an increase in the Aggregate Facility Amount be increased Commitments of the Lenders (each such proposed increase being a “Commitment Increase”), through an increase of ) by adding to this Agreement one or more additional financial institutions that is not already a Lender hereunder and that is reasonably satisfactory to the Commitment of Administrative Agent or by allowing one or more existing Lenders to increase their respective Commitments (each an a “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming CI Lender”); provided, as the Borrower may determine, all effective as of a date however that (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred and which is continuing, (ii) no such Commitment Increase shall cause the Commitments under this Agreement to exceed $1,750,000,000, (iii) no Lender’s Commitment shall be continuing increased without such Lender’s prior written consent, (iv) if, on the relevant effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a joinder agreement in the form of Exhibit G attached hereto (a “Joinder Agreement”). (b) Any Commitment Increase Date or shall result be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, and which date shall be no earlier than five (E5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the representations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender, and warranties in Article V shall be true in all material respects on (iv) the amount of the respective Commitments of the then existing Lenders and as of the CI Lenders from and after the Commitment Increase Effective Date (as if made on and as of such datedefined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from Borrower whether or not the Borrower with respect thereto. Each Lender will consider in good faith any such Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), provided that it the Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Lender’s sole discretion whether Commitment Increase Effective Date, to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt the extent that there are Loans outstanding as of the Borrower’s notice proposing a Commitment Increasesuch date, (i) each CI Lender that is willing to increase its Commitment hereunder shall shall, by wire transfer of immediately available funds, deliver to the Administrative Agent a notice in such CI Lender’s New Funds Amount, which amount, for each such Lender CI Lender, shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding constitute Loans made by such time CI Lender to be deemed not the Borrower pursuant to have agreed to this Agreement on such increase in its Commitment)Commitment Increase Effective Date, and (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall promptly provide constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the Borrower product of a copy of such Increasing CI Lender’s notice. The Administrative Agent shall cooperate with increased Commitment or a CI Lender’s new Commitment (as applicable) represented as a percentage of the Borrower in discussions with aggregate Commitments after giving effect to the Lenders and Eligible Assignees with Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a view to arranging any proposed Commitment Increase through Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed a Commitment Increase Effective Date (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject without regard to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations effect of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by borrowings made on such Commitment Increase Effective Date after giving effect to the Borrower in its sole discretionCommitment Increase).

Commitment Increase. The (a) Subject to the terms and conditions set forth herein, the Borrower mayshall have the right, by giving at least 15 Business Days’ notice to without the consent of the Lenders but with the prior approval of the Administrative Agent, propose that to cause from time to time an increase in the Aggregate Facility Amount be increased Commitments of the Lenders (each such proposed increase being a “Commitment Increase”), through an increase of ) by adding to this Agreement one or more additional financial institutions that is not already a Lender hereunder and that is reasonably satisfactory to the Commitment of Administrative Agent or by allowing one or more existing Lenders to increase their respective Commitments (each an a “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming CI Lender”); provided, as the Borrower may determine, all effective as of a date however that (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred and which is continuing, (ii) no such Commitment Increase shall cause the Commitments under this Agreement to exceed $2,250,000,000, (iii) no Lender’s Commitment shall be continuing increased without such Lender’s prior written consent, (iv) if, on the relevant effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a joinder agreement in the form of Exhibit E attached hereto (a “Joinder Agreement”). (b) Any Commitment Increase Date or shall result be requested by written notice from the Borrower to the Administrative Agent (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, and which date shall be no earlier than five (E5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the representations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender, and warranties in Article V shall be true in all material respects on (iv) the amount of the respective Commitments of the then existing Lenders and as of the CI Lenders from and after the Commitment Increase Effective Date (as if made on and as of such datedefined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from Borrower whether or not the Borrower with respect thereto. Each Lender will consider in good faith any such Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), provided that it the Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the “Commitment Increase Effective Date”). (c) On each Lender’s sole discretion whether Commitment Increase Effective Date, to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt the extent that there are Loans outstanding as of the Borrower’s notice proposing a Commitment Increasesuch date, (i) each CI Lender that is willing to increase its Commitment hereunder shall shall, by wire transfer of immediately available funds, deliver to the Administrative Agent a notice in such CI Lender’s New Funds Amount, which amount, for each such Lender CI Lender, shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding constitute Loans made by such time CI Lender to be deemed not the Borrower pursuant to have agreed to this Agreement on such increase in its Commitment)Commitment Increase Effective Date, and (ii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall promptly provide constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the Borrower product of a copy of such Increasing CI Lender’s notice. The Administrative Agent shall cooperate with increased Commitment or a CI Lender’s new Commitment (as applicable) represented as a percentage of the Borrower in discussions with aggregate Commitments after giving effect to the Lenders and Eligible Assignees with Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a view to arranging any proposed Commitment Increase through Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to the Commitment Increase that does not increase its respective Commitment as a result of the Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed a Commitment Increase Effective Date (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject without regard to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations effect of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by borrowings made on such Commitment Increase Effective Date after giving effect to the Borrower in its sole discretionCommitment Increase).

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agentterms and conditions set forth herein, propose that the Aggregate Facility Amount be increased Borrower shall have the right, without the consent of the Lenders, to cause, but no more than five times, an increase in the Commitments of the Lenders (each such proposed increase being a “Commitment Increase”)) by adding to this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and each Issuing Bank (not to be unreasonably withheld, through an increase of the Commitment of delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Dateincrease their respective Commitments; provided the following limitations shall apply: that (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred and be continuing on as of the relevant Commitment Increase Date Effective Date, (ii) no such Commitment Increase shall be less than $50,000,000, (iii) the aggregate amount of all such Commitment Increases shall not exceed $1,500,000,000, (iv) no Lender's Commitment shall be increased without such Lender's prior written consent (which consent may be given or withheld in such Lender's sole and absolute discretion) and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall result from be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans. (b) The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, and (Eii) the representations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and warranties in Article V shall be true in all material respects on (iv) the amount of the respective Commitments of the then existing Lenders and as of the CI Lenders from and after the Commitment Increase Effective Date (as if made on and defined below). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date. The Administrative Agent shall notify the Lenders , (i) each CI Lender shall, by wire transfer of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increaseimmediately available funds, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in such CI Lender's New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender shall set forth to the maximum Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase in its Commitment shall, by wire transfer of immediately available funds, deliver to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent such Lender's New Funds Amount, which amount, for each such Lender, shall promptly provide constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a copy prepayment by the Borrower pursuant to Section 2.11, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Increasing Reducing Percentage Lender’s notice. The Administrative Agent , and (iv) the Borrower shall cooperate be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the Borrower in discussions reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date. (d) For purposes of this Section 2.02 and Eligible Assignees with Exhibit B, the following defined terms shall have the following meanings: (i) ”New Funds Amount” means the amount equal to the product of a view Lender's increased Commitment or a CI Lender's Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to arranging any proposed Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to such Commitment Increase, if any, as of any Commitment Increase through Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to such Commitment Increase on such Commitment Increase Effective Date); (ii) ”Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) ”Reduction Amount” means the amount by which a Reducing Percentage Lender's outstanding Loans decrease as of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase Effective Date (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject without regard to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations effect of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by borrowings made on such Commitment Increase Effective Date after giving effect to the Borrower in its sole discretionCommitment Increase occurring on such Commitment Increase Effective Date).

Commitment Increase. The (a) From time to time on and after the Closing Date and prior to the Revolving Credit Termination Date, the Borrower may, by giving upon at least 15 Business Days20 days’ notice to and with the consent of the Administrative Agent (which shall promptly provide a copy of such notice and consent to the Lenders), propose to increase the aggregate amount of the Revolving Credit Commitments by an amount which (i) is not less than $5,000,000 and, if greater, an integral multiple of $1,000,000 in excess thereof, with respect to any such request and (ii) when aggregated with all prior and concurrent increases in the Revolving Credit Commitments pursuant to this Section 2.21, is not in excess of $50,000,000. If so consented to by the Administrative Agent, propose that the Aggregate Facility Amount be increased (each such proposed Borrower may increase being a “Commitment Increase”), through an increase the aggregate amount of the Revolving Credit Commitments by (x) having another lender or lenders (each, an “Additional Lender”) become party to this Agreement, (y) agreeing with any Lender (with the consent of such Lender in its sole discretion) to increase its Revolving Credit Commitment of one or more existing Lenders hereunder (each each, an “Increasing Lender”) and/or or (z) a combination of the addition of one or more Persons procedures described in clauses (who must be Eligible Assigneesx) as assuming Lenders and (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”y) above; provided that no Lender shall be specified obligated to increase its Revolving Credit Commitment without its consent. (b) Any increase in such notice and that the Revolving Credit Commitments pursuant to this Section 2.21 shall be prior subject to the Commitment Termination Date; provided satisfaction of the following limitations shall applyconditions: (Ai) The Borrower shall deliver to the Administrative Agent a certificate dated as of the applicable increase date duly executed by an Authorized Officer thereof certifying and attaching the resolutions adopted by the Borrower may not propose more than two Commitment Increases during any calendar quarter,approving or consenting to such increase; (Bii) the proposed Commitment Increase in respect Each of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties contained in Article V and in the other Credit Documents shall be true and correct, in all material respects respects, on and as of such Borrowing Date (including the Commitment Increase Date Closing Date, in the case of the initial Loans made hereunder) or date of issuance of a Letter of Credit with the same effect as if made on and as of such date. The Administrative Agent shall notify , both immediately before and after giving effect to the Lenders Loans to be made or Letter of Credit to be issued on such date (except to the extent any such representation or warranty is expressly stated to have been made as of a proposed Commitment Increase promptly upon its receipt specific date, in which case such representation or warranty shall be true and correct as of notice from such date); (iii) Immediately after giving effect to such increase and any Indebtedness to be incurred in connection therewith, the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to compliance with Section 7.1 (determined on a pro forma basis for the Reference Period then most recently ended for which the Borrower has delivered the financial statements required by Section 6.1 (and a Compliance Certificate)); and (iv) At the time of such increase, no Default shall have occurred and be continuing or would result from such increase. (c) Upon any increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt the amount of the Borrower’s notice proposing a Commitment IncreaseRevolving Credit Commitments pursuant to this Section 2.21 (each, each an “Additional Commitment”): (i) Each Additional Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such and Increasing Lender shall set forth the maximum increase in its Commitment enter into a joinder agreement pursuant to which such Additional Lender is willing or Increasing Lender shall, as of the effective date of such increase, undertake an Additional Commitment (or, in the case of an Increasing Lender, pursuant to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of which such Increasing Lender’s notice. Commitment shall be increased in the agreed amount on such date) and such Additional Lender shall thereupon become (or, if an Increasing Lender, continue to be) a “Revolving Credit Lender” for all purposes hereof. (ii) The Administrative Agent shall cooperate Borrower shall, as applicable, in coordination with the Borrower in discussions with Administrative Agent, repay outstanding Loans and incur additional Loans from other Lenders, pursuant to a reallocation agreement or otherwise, so that the Lenders and Eligible Assignees with participate in each Borrowing pro rata on the basis of their respective Revolving Credit Commitments (after giving effect to any increase in the Commitments pursuant to this Section 2.21). Amounts payable under Section 2.18 as a view to arranging any proposed Commitment Increase through the increase result of the Commitments of one or more of actions required to be taken under this Section 2.21 shall be paid in full by the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure Borrower. (iii) If any such proposed Additional Lender is a Foreign Lender, such Additional Lender shall deliver the forms required by Section 2.17. (d) Each Additional Commitment Increase (shall be made on the same terms as the Revolving Credit Commitments in existence immediately prior to the date of such Additional Commitment; provided that the up-front fees applicable to any such addition of an Eligible Assignee as an Assuming Lender Additional Commitment shall be subject to as determined by the consent of Borrower, the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionAdditional Lender providing such Additional Commitment.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agentterms and conditions set forth herein, propose that the Aggregate Facility Amount be increased Company shall have the right from time to time to cause an increase in the total Commitments of the Lenders (each such proposed increase being a “Commitment Increase”)) by adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder (each, through an increase of the Commitment of a “New Lender”) or by allowing one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Dateincrease their respective Commitments; provided the following limitations shall apply: that (Ai) the Borrower may not propose more than two both before and immediately after giving effect to such Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) Increase, no Default or Event of Default shall have occurred and be continuing as of the effective date of such Commitment Increase (such date, the “Commitment Increase Date”), (ii) no such Commitment Increase shall be in an amount less than $10,000,000, (iii) the aggregate amount of all such Commitment Increases shall not exceed $250,000,000, and after giving effect to all such Commitment Increases, the total Commitments shall not exceed $1,350,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) each New Lender and any increase in the Commitment of an existing Lender pursuant to any Commitment Increase shall be subject to the prior written consent of the Administrative Agent and each Issuing Bank (each such consent not to be unreasonably withheld or delayed). (b) The Company shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) of its intention to increase the total Commitments pursuant to this Section 2.20. Each such Notice of Commitment Increase shall specify (i) the proposed Commitment Increase Date, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase, (iii) as applicable, the identity of each New Lender and/or existing Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the New Lenders from and after the Commitment Increase Date. (c) On any Commitment Increase Date, the Lenders shall purchase and assume (without recourse or warranty) from the other Lenders (i) Loans, to the extent that there are any Loans then outstanding, and (ii) undivided participation interests in any outstanding LC Exposure, in each case, to the extent necessary to ensure that after giving effect to the Commitment Increase, each Lender has outstanding Loans and participation interests in outstanding LC Exposure equal to its Applicable Percentage of the total Commitments. Each Lender shall make any payment required to be made by it pursuant to the preceding sentence via wire transfer to the Administrative Agent on the relevant Commitment Increase Date. Each existing Lender shall be automatically deemed to have assigned any outstanding Loans on the Commitment Increase Date and the existing Lenders, each New Lender and the Borrowers each agree to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the preceding sentences, including, without limitation, the execution and delivery of one or more joinder or similar agreements. If, on such Commitment Increase Date, any Loans that are Eurodollar Loans have been funded, then the Borrower shall result from be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the proposed reallocation of such outstanding Loans to effectuate the provisions of this paragraph. (d) Each Commitment Increase shall become effective on the respective Commitment Increase Date and upon such effectiveness: (i) to the extent applicable, the Administrative Agent shall record in the Register each New Lender’s information as provided in the applicable Notice of Commitment Increase and pursuant to an Administrative Questionnaire that shall be executed and delivered by each New Lender to the Administrative Agent on or before such Commitment Increase Date, (ii) Schedule 2.01 shall be amended and restated to set forth all Lenders (including any New Lenders) that will be Lenders hereunder after giving effect to such Commitment Increase (which amended and restated Schedule 2.01 shall be set forth in Annex I to the applicable Notice of Commitment Increase) and the Administrative Agent shall distribute to each Lender (including each New Lender) a copy of such amended and restated Schedule 2.01, and (iii) each New Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under this Agreement. (e) As a condition precedent to any Commitment Increase, and the Company shall deliver to the Administrative Agent (Ei) a certificate of a Responsible Officer of the Company dated as of the Commitment Increase Date certifying and attaching the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase and certifying that, before and after giving effect to such Commitment Increase, (A) the representations and warranties contained in Article V shall be this Agreement made by the Borrowers are true in all material respects and correct on and as of the Commitment Increase Date as if made on (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date. The Administrative Agent shall notify ) and (B) no Default or Event of Default exists or will exist as of the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith Date, and (ii) any such proposed Commitment Increaselegal opinions, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to certificates and/or other documents reasonably requested by the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate connection with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionIncrease.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agentterms and conditions set forth herein, propose that the Aggregate Facility Amount be increased Borrower shall have the right, without the consent of the Lenders, to cause, but not more than five times, an increase in the Commitments of the Lenders (each such proposed increase being a “Commitment Increase”)) by adding to this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and each Issuing Bank (not to be unreasonably withheld, through an increase of the Commitment of delayed or conditioned) (each, a “CI Lender”) or by allowing one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Dateincrease their respective Commitments; provided the following limitations shall apply: that (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred and be continuing on as of the relevant Commitment Increase Date Effective Date, (ii) no such Commitment Increase shall be less than $50,000,000, (iii) the aggregate amount of all such Commitment Increases shall not exceed $1,500,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall result from be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans. (b) The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, and (Eii) the representations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and warranties in Article V shall be true in all material respects on (iv) the amount of the respective Commitments of the then existing Lenders and as of the CI Lenders from and after the Commitment Increase Effective Date (as if made on and defined below). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date. The Administrative Agent shall notify the Lenders , (i) each CI Lender shall, by wire transfer of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increaseimmediately available funds, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender shall set forth to the maximum Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase in its Commitment shall, by wire transfer of immediately available funds, deliver to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall promptly provide constitute Loans made by such Lender to the Borrower a copy of pursuant to this Agreement on such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and Effective Date, (iii) the Administrative Agent shall use shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its reasonable efforts to secure any Reduction Amount, which amount, for each such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Reducing Percentage Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in its sole discretionaccordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans; provided that, notwithstanding the foregoing, no Letter of Credit may expire beyond the close of business on the date that is five Business Days prior to the earliest Maturity Date applicable to any Lender, unless the amount of such Letter of Credit on the date of issuance, renewal or extension, as applicable, together with the outstanding LC Exposure at such time, is less than or equal to the total Commitments of all Lenders having a later Maturity Date. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to any Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to such Commitment Increase, if any, as of any Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agentterms and conditions set forth herein, propose that the Aggregate Facility Amount be increased Borrower shall have the right, without the consent of the Lenders, to cause, but no more than five times, an increase in the Commitments of the Lenders (each such proposed increase being a “Commitment Increase”)) by adding to this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and each Issuing Bank (each, through an increase of the Commitment of a “CI Lender”) or by allowing one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Dateincrease their respective Commitments; provided the following limitations shall apply: that (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred and be continuing on as of the relevant Commitment Increase Date Effective Date, (ii) no such Commitment Increase shall be less than $50,000,000, (iii) the aggregate amount of all such Commitment Increases shall not exceed $500,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall result from be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of such outstanding Loans. (b) The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, and (Eii) the representations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and warranties in Article V shall be true in all material respects on (iv) the amount of the respective Commitments of the then existing Lenders and as of the CI Lenders from and after the Commitment Increase Effective Date (as if made on and defined below). (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date. The Administrative Agent shall notify the Lenders , (i) each CI Lender shall, by wire transfer of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increaseimmediately available funds, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender shall set forth to the maximum Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase in its Commitment shall, by wire transfer of immediately available funds, deliver to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall promptly provide constitute Loans made by such Lender to the Borrower a copy of pursuant to this Agreement on such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and Effective Date, (iii) the Administrative Agent shall use shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its reasonable efforts to secure any Reduction Amount, which amount, for each such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Reducing Percentage Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in its sole discretionaccordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.16 in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means the amount equal to the product of a Lender’s increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to any

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice to the Administrative Agent, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, and from time to time, but not more frequently than once in any calendar quarter (Dunless otherwise agreed to by the Agent in its sole and absolute discretion) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of at the Borrower’s notice proposing a Commitment Increasesole cost, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (expense and effort, request any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or (other than a Delinquent Lender), an Affiliate of a Lender (other than a Delinquent Lender) or any other Person satisfactory to the addition Agent (each such Person, a “New Lender”) to increase its Commitment Amount or to provide a new Commitment, as the case may be (the decision to be within the sole and absolute discretion of one such Lender or more Eligible Assignees Affiliate), by submitting a written request to the Agent in the form of Exhibit F attached hereto (each a “Commitment Increase Supplement”), duly executed by the Borrower, and each such Lender, Affiliate or New Lender, as Assuming Lenders the case may be. The submission of each Commitment Increase Supplement shall be deemed to be a certification to the effect that the representations and warranties of the Borrower contained in this Agreement and the Administrative other Loan Documents are true and correct on and as of the date of such submission (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). If such Commitment Increase Supplement is in all respects satisfactory to the Agent, the Agent shall use its reasonable efforts to secure any execute such proposed Commitment Increase Supplement and deliver a copy thereof to the Borrower and each Lender, Affiliate or New Lender, as the case may be. Upon execution and delivery of such Commitment Increase Supplement by the Agent (provided that any i) in the case of each such addition Lender, such Lxxxxx’s Commitment Amount shall be increased to the amount set forth in such Commitment Increase Supplement and (ii) in the case of an Eligible Assignee as an Assuming each such Affiliate or New Lender, such Affiliate or New Lender shall thereupon be subject to the consent a party hereto and shall for all purposes of the Administrative Agent and Loan Documents be deemed a “Lender” having a Commitment in the Issuing Lender, which consent shall not be unreasonably withheld or delayed)Commitment Amount set forth in such Commitment Increase Supplement; provided, that any allocations of any that: (a) immediately after giving effect thereto, the Aggregate Commitment Amount would not exceed $1,000,000,000; (b) each increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) the Aggregate Commitment Amount pursuant to this Section 2.19 shall be determined in an amount not less than $10,000,000 and in an integral multiple of $1,000,000, in each case or such lower amount as approved by the Borrower Agent in its sole discretion; (c) if Loans would be outstanding immediately after giving effect to any such increase, then simultaneously with such increase (1) each such Lender, each such Affiliate or New Lender and each other Lender shall be deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit E attached hereto, pursuant to which each such other Lender shall have assigned to each such Lender, Affiliate or New Lender, as the case may be, a portion of its Loans to the Borrower necessary to reflect proportionately the Commitment Percentages, and (2) in connection with such assignment, each such Lender and each such Affiliate or New Lender shall pay to the Agent, for the account of the other Lenders, such amount as shall be necessary to appropriately reflect the assignment to it of Loans pursuant to this Section 2.19; and (d) immediately after giving effect thereto, the Agent shall revise Schedule I hereto to reflect such increase and any deemed master assignment and acceptance agreement and circulate such revised Schedule I to the Lenders and the Borrower, which revised Schedule I shall be deemed to be a part hereof and shall be incorporated by reference herein.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (i) On any date prior to the Administrative Agentlatest Termination Date, propose that the Aggregate Facility Amount be increased Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (each the “Maximum Accordion Amount”) for all such proposed increase being increases (any such increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as the Borrower may determine, all effective as of to become a date party to this Agreement; provided that (the “Commitment Increase Date”i) that each Additional Lender shall be specified in such notice acceptable to the Administrative Agent, and that each Increasing Lender and each Additional Lender shall be prior acceptable to the Commitment Termination Date; provided the following limitations shall apply: Fronting Banks, (Aii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as allocations of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its sole discretionBorrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment 41 753191220

Commitment Increase. The (a) Subject to the terms and conditions set forth herein, the Borrower mayshall have the right, by giving at least 15 Business Days’ notice to without the consent of the Lenders but with the prior approval of the Administrative Agent, propose that to cause from time to time an increase in the Aggregate Facility Amount be increased Commitments of the Lenders (each such proposed increase being a “"Commitment Increase”), through an increase of ") by adding to this Agreement one or more additional financial institutions that is not already a Lender hereunder and that is reasonably satisfactory to the Commitment of Administrative Agent or by allowing one or more existing Lenders to increase their respective Commitments (each an “Increasing a "CI Lender”) and/or the addition of one or more Persons "); provided, however that (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default shall have occurred and which is continuing, no such Commitment Increase shall cause the Commitments under this Agreement to exceed $1,800,000,000, (iii) no Lender's Commitment shall be continuing increased without such Lender's prior written consent, (iv) EXECUTION COPY if, on the relevant effective date of such increase, any Loans have been funded, then the Borrower shall be obligated to pay any breakage fees or costs in connection with the reallocation of such outstanding Loans, and (v) each CI Lender shall execute a joinder agreement in the form of Exhibit G attached hereto (a "Joinder Agreement"). (b) Any Commitment Increase Date or shall result be requested by written notice from the Borrower to the Administrative Agent (a "Notice of Commitment Increase") in the form of Exhibit B attached hereto and shall be approved by the Administrative Agent, such consent to not be unreasonably withheld. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase, and which date shall be no earlier than five (E5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the representations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of the Commitments does not exceed the amount set forth in subsection (a)(ii) above), (iii) the identity of each CI Lender, and warranties in Article V shall be true in all material respects on (iv) the amount of the respective Commitments of the then existing Lenders and as of the CI Lenders from and after the Commitment Increase Effective Date (as if made on and as of such datedefined below). The Administrative Agent shall review each Notice of Commitment Increase and shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from Borrower whether or not the Borrower with respect thereto. Each Lender will consider in good faith any such Administrative Agent consents to the proposed Commitment Increase. If the Administrative Agent consents to such Commitment Increase (such consent not to be unreasonably withheld), provided that it the Administrative Agent shall execute a counterpart of the Notice of Commitment Increase and such Commitment Increase shall be effective on the proposed effective date set forth in the Notice of Commitment Increase (if the Administrative Agent consented to such Commitment Increase prior to such proposed date) or on another date agreed to by the Administrative Agent and the Borrower (such date referred to as the "Commitment Increase Effective Date"). (c) On each Lender’s sole discretion whether Commitment Increase Effective Date, to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt the extent that there are Loans outstanding as of the Borrower’s notice proposing a Commitment Increasesuch date, (i) each CI Lender that is willing to increase its Commitment hereunder shall shall, by wire transfer of immediately available funds, deliver to the Administrative Agent a notice in such CI Lender's New Funds Amount, which amount, for each such Lender CI Lender, shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding constitute Loans made by such time CI Lender to be deemed not the Borrower pursuant to have agreed to this Agreement on such increase in its Commitment)Commitment Increase Effective Date, and (ii) the Administrative Agent shall promptly provide shall, by wire transfer of immediately available funds, pay to the Borrower a copy of each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Reducing Percentage Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined constitute a prepayment by the Borrower pursuant to Section 2.11, ratably in its sole discretionaccordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Reducing Percentage Lender, and (iii) the Borrower shall be responsible to pay to each Lender any breakage fees or costs in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) "New Funds Amount" means the amount equal to the product of a CI Lender's increased Commitment or a CI Lender's new Commitment (as applicable) represented as a percentage of the aggregate Commitments after giving effect to the Commitment Increase, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to the Commitment Increase, if any, as of a Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of borrowings made after giving effect to the Commitment Increase on 20 Amended and Restated 5-Year Revolving Credit Agreement EXECUTION COPY

Commitment Increase. (i) The Borrower mayCompany (on its own behalf or on behalf of the other Borrowers) may at any time, by giving at least 15 Business Days’ notice to the Administrative Agent, propose that the Aggregate Facility Amount aggregate amount of the Commitments be increased (each such proposed increase being a “"Commitment Increase”"), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date ------------------- (such date or such other date as agreed to by the “Administrative Agent and the Company being the "Commitment Increase Date”") that ------------------------ shall be specified in such notice and that shall be (A) prior to the Commitment Termination DateDate and (B) at least 15 Business Days after the date of such notice; provided the following limitations shall applythat: (A1) the Borrower Company may not propose more than two one Commitment Increases Increase during any calendar quarter,period of 12 consecutive months; (B2) the minimum proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date shall be no less than $100,000,000,; (C3) in no event shall the Aggregate Facility Amount may not in any event aggregate amount of the Commitments at any time exceed $2,000,000,000,1,000,000,000; and (D4) no Default or Event of Default shall have has occurred and be is continuing on the relevant such Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such dateDate. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it notice. It shall be in each Lender’s 's sole discretion whether to agree to increase its Commitment hereunder in connection therewithwith a proposed Commitment Increase. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment IncreaseCompany's notice, each Lender that is willing to increase its Commitment hereunder (an "Increasing Lender") shall deliver to the Administrative Agent a notice ----------------- notice, in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment)agree, and the AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT Administrative Agent shall promptly provide to the Borrower Company a copy of such Increasing Lender’s 's notice. The Administrative Agent shall cooperate with the Borrower Company in discussions with the Lenders and Eligible Assignees with a view to arranging any the proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition as Assuming Lenders of one or more Eligible Assignees acceptable to the Company, the Syndication Agent and the Administrative Agent and as parties to this Agreement, provided that (X) the minimum Commitment of each such Assuming Lender that becomes a party to this Agreement pursuant to this Section 2.05(c) shall be $25,000,000 and (Y) any allocations of Commitments shall be determined by the Company (provided that allocations of increases in Commitments among Increasing Lenders shall be based on the ratio of each existing Lender's proposed increased Commitment, if any, to the aggregate of all of the existing Lenders' proposed increased Commitments). If agreement is reached prior to the Commitment Increase Date with the Increasing Lenders and Assuming Lenders, if any, as to a Commitment Increase (the amount of which may be less than that specified in the applicable notice from the Company), the Company shall deliver, no later than one day prior to the Commitment Increase Date, a notice to the Administrative Agent (and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject give notice thereof to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder Lenders (including any allocation Assuming Lenders)). On the Commitment Increase Date, the Assuming Lenders, if any, shall become Lenders hereunder as between of the Commitment Increase Date and the Commitments of such Increasing Lenders and such Assuming Lenders) Lenders shall be determined become or be, as the case may be, as of the Commitment Increase Date the amounts specified in the notice delivered by the Borrower in its sole discretion.Company to the Administrative Agent; provided that:

Commitment Increase. The (a) Subject to the terms and conditions set forth herein, after the Closing Date, the Lead Borrower mayshall have the right to request, by giving at least 15 Business Days’ written notice to the Administrative Agent, propose that an increase in the Aggregate Facility Amount be increased Commitments (each such proposed increase being a “Commitment Increase”)) in an aggregate amount not to exceed $50,000,000; provided that (a) such Commitment Increase is permitted under the 7.875% Senior Notes Indenture and (b) any Commitment Increase shall be in a minimum aggregate amount of $10,000,000. (b) Each notice submitted pursuant to this Section 2.15 (a “Commitment Increase Notice”) requesting a Commitment Increase shall specify (i) the date on which the Lead Borrower proposes that the Commitment Increase shall be effective, through an increase which shall be a date not less than five Business Days (or such shorter period as may be agreed to by the Agent) after the date on which such notice is delivered to the Agent, (ii) the amount of the Commitment Increase being requested, (iii) the identity of one each Person proposed to become an Increase Loan Lender in connection therewith (it being agreed that (A) any Lender approached to provide any Commitment Increase may elect or more existing Lenders decline, in its sole discretion, to provide such Commitment Increase and (B) any Person that the Lead Borrower proposes to be an Increase Loan Lender, if such Person is not then a Lender, must be an Eligible Transferee and, if such consent would then be required pursuant to the definition of Eligible Transferee for an assignment to such Person of a Commitment or Loan, shall be subject to the written consent of the Agent, the Swingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) and (iv) in no event shall a Defaulting Lender be entitled to participate in such Commitment Increase. In the event that any Lender or other Person agrees to participate in any Commitment Increase (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Increase Loan Lender”), such Commitment Increase shall become effective on such date as shall be mutually agreed upon by the Borrower may determineIncrease Loan Lenders and the Lead Borrower, all effective which date shall be as soon as practicable after the date of a date receipt of the Commitment Increase Notice (such date, the “Commitment Increase Date”) ); provided that the establishment of such Commitment Increase shall be specified in such notice and that shall be prior subject to the Commitment Termination Date; provided satisfaction of each of the following limitations shall apply: conditions: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D1) no Default or Event of Default shall have occurred exists and be is continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and would exist after giving effect thereto; (E2) each of the representations and warranties made by any Loan Party set forth in Article V Section 8 hereof or in any other Loan Document shall be true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) on and as of the date of such Commitment Increase Date with the same effect as if though made on and as of such date. The Administrative , except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such date (without duplication of any materiality standard set forth in any such representation or warranty); (3) other than with respect to such Increase Loan Lenders that are Lenders prior to the applicable Increase Date, the Commitment Increase shall be effected pursuant to one or more joinder agreements executed and delivered by the Lead Borrower, the Agent, and the Increase Loan Lenders, each of which shall be reasonably satisfactory to the Lead Borrower, the Agent, and the Increase Loan Lenders; (4) Loan Parties shall execute and deliver or cause to be executed and delivered to the Agent such amendments to the Loan Documents, legal opinions and other documents as the Agent may reasonably request in connection with any such transaction, which amendments, legal opinions and other documents shall be reasonably satisfactory to the Agent; and (5) the Borrowers shall have paid to the Agent and the Lenders such additional fees as may be agreed to be paid by the Borrowers in connection therewith. (c) On the Increase Date, upon fulfillment of the conditions set forth in this Section 2.15, (i) the Agent shall effect a settlement of all outstanding Loans among the Lenders that will reflect the adjustments to the Commitments of the Lenders as a result of the Commitment Increase, (ii) the Agent shall notify the Lenders and Loan Parties of a proposed the occurrence of the Commitment Increase promptly upon its receipt of notice from to be effected on the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment IncreaseIncrease Date, provided that it (iii) Schedule 2.01 shall be deemed modified to reflect the revised Commitments of the affected Lenders and (iv) Notes will be issued, at the expense of the Borrowers, to any Lender participating in the Commitment Increase and requesting a Note. (d) The terms and provisions of the Commitment Increase shall be identical to the Loans and the Commitments, after giving effect to any amendments thereto, and, for purposes of this Agreement and the other Loan Documents, all Loans made under the Commitment Increase shall be deemed to be Loans. Without limiting the generality of the foregoing, (i) the rate of interest applicable to the Commitment Increase shall be the same as the rate of interest applicable to the existing Loans, (ii) unused line fees applicable to the Commitment Increase shall be calculated using the same Applicable Unused Line Fee Percentage applicable to the existing Loans, (iii) the Commitment Increase shall share ratably in any mandatory prepayments of the Loans, (iv) after giving effect to such Commitment Increases, Commitments shall be reduced based on each Lender’s sole discretion whether Pro Rata Share, (v) the Commitment Increase shall rank pari passu in right of payment and security with the existing Loans and shall be secured by the same Collateral as the existing Loans, and (vi) the Commitment Increase shall be guaranteed to agree the same extent and by the same Guarantors as the existing Loans; provided that (A) if the Lead Borrower determines to increase its the interest rate (including by increasing interest margins or introducing benchmark rate floors) or fees payable in respect of such Commitment hereunder Increase or Loans and other extensions of credit made thereunder, such increase shall be permitted if the interest rate or fees payable in respect of the existing Commitments or Loans and other extensions of credit made thereunder, as applicable, shall be increased, in the same manner, to equal such interest rate or fees payable in respect of such Commitment Increase or Loans and other extensions of credit made thereunder, as the case may be, and (B) the Borrowers, at the Lead Borrower’s election, may pay any upfront fees or closing fees in connection therewithwith any Commitment Increase without being required to pay such fees in connection with the existing Commitments or Loans. No later than 10 Business Days after its receipt Each joinder agreement and any amendment to any Loan Document requested by the Agent in connection with the establishment of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to may, without the consent of any of the Administrative Lenders, effect such amendments to this Agreement (an “Incremental Commitment Agreement”) and the other Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Agent and the Issuing LenderLead Borrower, which consent shall not be unreasonably withheld or delayed); provided, that any allocations to effect the provisions of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionthis Section 2.15.

Commitment Increase. (a) Subject to the conditions set forth in Section 2.10(b), the Borrower may increase the total Commitments then in effect without the prior written consent of the Lenders by increasing the Commitment of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (b) The increase in the total Commitments shall be subject to the following additional conditions: (i) such increase shall not exceed $200,000,000 and the total Commitments after such increase shall not exceed the least of (A) $500,000,000, (B) twenty percent (20%) of the Parent Guarantor’s Consolidated Net Tangible Assets as of the last day of the fiscal quarter immediately preceding such increase for which the most recent internal financial statements are available, plus $25,000,000, and (C) the amount permitted by the Indentures; (ii) if the Borrower mayelects to increase the total Commitments by increasing the Commitment of a Lender, the Borrower and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “Commitment Increase Certificate”); (iii) if the Borrower elects to increase the total Commitments by giving at least 15 Business Days’ notice causing an Additional Lender to become a party to this Agreement, then the Borrower and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the Borrower shall, if requested by the Additional Lender, deliver a Note payable to such Additional Lender or its registered assigns in a principal amount equal to its Commitment, and otherwise duly completed; provided that such Additional Lender must be reasonably acceptable to the Administrative Agent, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase of Swing Line Lender and the Commitment of one or more existing Lenders (each an “Increasing Issuing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply:; (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Div) no Default or Event of Default shall have occurred and be continuing at the effective date of such increase; (v) on the relevant effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrower pays compensation required by Section 5.02; (vi) no Lender’s Commitment Increase Date or may be increased without the consent of such Lender; (vii) no increase shall result from be less than $25,000,000 and shall be in a whole multiple of $5,000,000 in excess thereof; (viii) the proposed Borrower shall remain in compliance with Section 8.16 as of such date after giving effect to the Commitment Increase, ; and (Eix) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The an Appraisal satisfactory to Administrative Agent shall notify have been obtained not more than 120 days prior to the Lenders effectiveness of a proposed such Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), those vessels being added as Vessel Collateral and the Administrative Agent shall promptly provide be satisfied that new or amended security instruments create first priority, perfected Liens on such additional Vessel Collateral subject only to Excepted Liens identified in clause (a) through (c) of Section 9.03. (c) Subject to acceptance and recording thereof pursuant to Section 2.10(d), from and after the effective date specified in the Commitment Increase Certificate or the Additional Lender Certificate (or if any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such Eurodollar Borrowings, unless the Borrower has paid compensation required by Section 5.02): (A) the amount of the total Commitments shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, such Lender or such Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the total Commitments. (d) Upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Borrower a copy and the Lender or the Borrower and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in Section 2.10(b), the Administrative Questionnaire referred to in Section 2.10(b), if applicable, the written consent which will not be unreasonably withheld of the Administrative Agent, the Swing Line Lender and the Issuing Lender to such Increasing increase required by Section 2.10(b) and the Additional Lender’s notice. The , if applicable, and such other certificates, opinions and documents as the Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and may reasonably request, the Administrative Agent shall use its reasonable efforts to secure any accept such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Certificate or Additional Lender shall Certificate and record the information contained therein in the Register required to be subject to the consent of maintained by the Administrative Agent and pursuant to Section 12.04(b)(iv). No increase in the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of total Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by effective for purposes of this Agreement unless it has been recorded in the Borrower Register as provided in its sole discretionthis Section 2.10(d).

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (i) On any date prior to the Administrative Agentlatest Termination Date, propose that the Aggregate Facility Amount be increased Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (each the “Maximum Accordion Amount”) for all such proposed increase being increases (any such increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as the Borrower may determine, all effective as of to become a date party to this Agreement; provided that (the “Commitment Increase Date”i) that each Additional Lender shall be specified in such notice acceptable to the Administrative Agent, and that each Increasing Lender and each Additional Lender shall be prior acceptable to the Commitment Termination Date; provided the following limitations shall apply: Fronting Banks, (Aii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as allocations of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Administrative Agent in consultation with each Borrower, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in 744162621 paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case, certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and the corresponding Borrower Sublimit increase and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase and increase in its sole discretionBorrower Sublimit. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. The Borrower mayFrom time to time after the Effective Date, by giving at least 15 Business Days’ notice to the Administrative Agent, propose Revolving Commitments may be increased (but in no event in excess of $150,000,000 in the aggregate for all such increases) (the “Commitment Increase Cap”) such that the Aggregate Facility Amount be increased Revolving Commitment shall at no time exceed $750,000,000 (each any such proposed increase being increase, a “Commitment Increase”), through an increase ) at the option of the Commitment Borrower pursuant to delivery of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as written notice from the Borrower may determine, all effective as of a date (the “proposed Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided Administrative Agent if each of the following limitations shall applyconditions have been met: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D1) no Default or Event of Default shall have occurred and be continuing on the relevant exist; (2) no Commitment Increase Date or may be in an amount less than $10,000,000; (3) the proposed Commitment Increase shall result from have been consented to in writing by Administrative Agent and each existing Lender (if any) who is increasing its Revolving Commitment; (4) the proposed Commitment Increase, together with any prior Commitment Increase, shall not exceed the Commitment Increase Cap; and (E5) Administrative Agent shall have received amendments to this Agreement and the representations Loan Documents, joinder agreements for any new Lenders, and warranties all other promissory notes, agreements, documents and instruments reasonably satisfactory to Administrative Agent in Article V shall be true in all material respects on its reasonable discretion evidencing and as setting forth the conditions of the Commitment Increase Date as if made on Increase. Each of the Borrower, Lenders and as of such date. The Administrative Agent shall notify the Lenders of a proposed acknowledges and agrees that each Commitment Increase promptly upon its receipt meeting the conditions set forth in this Section 2.02(b) shall not require the consent of notice from the Borrower any Lender other than those Lenders, if any, which have agreed to increase their Revolving Commitments in connection with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether . After giving effect to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a any Commitment Increase, each Lender it may be the case that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice outstanding Revolving Loans are not held pro rata in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate accordance with the Borrower in discussions with new Revolving Commitments. In order to remedy the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through foregoing, on the increase effective date of the Commitments of one or more of applicable Commitment Increase, the Revolving Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure (including, without limitation, any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming new Lenders) shall make advances among themselves so that after giving effect thereto the Revolving Loans will be determined held by the Borrower Revolving Lenders (including, without limitation, any new Lenders), pro rata in its sole discretionaccordance with the Applicable Percentages hereunder (after giving effect to the applicable Commitment Increase).

Commitment Increase. The (i) Promptly after receiving a request from the Borrower may, by giving at least 15 Business Days’ notice to the Administrative Agent, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through for an increase of up to $90,000,000 in the aggregate Revolving Credit Commitments (a "Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”Increase"), as the Borrower may determine, all to be effective as of a date (the “Commitment applicable Increase Date”) that shall be specified in such notice and that shall be prior to , the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed such request by the Borrower, which notice shall include the date by which the Lenders wishing to participate in the Commitment Increase promptly upon its receipt in their sole discretion must commit to an increase in the amount of notice from their respective Revolving Credit Commitments (the Borrower with respect thereto. Each Lender will consider in good faith "Commitment Date"); provided, however, that no more than two such Commitment Increases shall be made; and provided, further, that the aggregate Revolving Credit Commitments, after giving effect to any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewithnot exceed $340,000,000. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Each Lender that is willing to increase participate in the requested Commitment Increase (each an "Increasing Lender") shall, in its Commitment hereunder shall deliver sole discretion, give written notice to the Administrative Agent a notice in on or prior to the Commitment Date of the amount by which such Lender shall set forth the maximum increase in its Commitment to which such Lender it is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase its Revolving Credit Commitment; provided, however, that the increase in its Commitment)such Increasing Lender's Revolving Credit Commitment shall be in an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (ii) Promptly following the Commitment Date, and the Administrative Agent shall promptly provide notify the Borrower as to the Borrower a copy of amount, if any, by which the existing Lenders are willing to participate in the requested Commitment Increase. If the aggregate amount by which the existing Lenders are willing to participate in the requested Commitment Increase on any such Commitment Date is more than the requested Commitment Increase, then each Increasing Lender’s notice's additional Revolving Credit Commitment shall be reduced on a pro rata basis so that the aggregate additional Revolving Credit Commitments equal the requested Commitment Increase. The Administrative Agent shall cooperate with If the aggregate amount by which the existing Lenders are willing to participate in the requested Commitment Increase on any such Commitment Date is less than the requested Commitment Increase, then the Borrower in discussions with the Lenders and Eligible Assignees with a view may extend offers to arranging any proposed Commitment Increase through the increase of the Commitments of one or more financial institutions or Eligible Assignees to participate in any portion of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed requested Commitment Increase (provided that any has Credit Agreement FMC Corporation not been committed to by the Lenders as of such addition Commitment Date; provided, however, that the Commitment of an each such financial institution or Eligible Assignee as an Assuming Lender shall be subject in an amount equal to $1,000,000 or an integral multiple of $1,000,000 in excess thereof. (iii) Each Commitment Increase shall become effective upon a date (each an "Increase Date") on or after the consent satisfaction of conditions precedent to be agreed by the Administrative Agent and the Issuing Loan Parties (which may include, without limitation, increases in the Applicable Margin, fees, amendments and covenants) and the receipt by the Administrative Agent of each of the following (or due waiver of such condition or requirement by the Administrative Agent): (A) (x) certified copies of resolutions of the Board of Directors of the Borrower approving such Commitment Increase and the corresponding modifications to this Agreement and (y) an opinion of counsel for the Borrower (which may be in-house counsel), in a form reasonably satisfactory to the Administrative Agent; (B) confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower and the Administrative Agent; (C) a Joinder Agreement from each financial institution or Eligible Assignee that accepts an offer to participate in such Commitment Increase in accordance with clause (i) above (each, an "Additional Lender"), which consent shall not be unreasonably withheld if any, in form and substance satisfactory to the Borrower and the Administrative Agent, duly executed by such financial institution or delayed)Eligible Assignee, the Administrative Agent and the Borrower; (D) any costs, expenses, fees and other amounts then due hereunder or as otherwise agreed to by the Borrower, the Administrative Agent, the Syndication Agents and the Arrangers; provided, that and (E) such other document as the Administrative Agent or any allocations Lender through the Administrative Agent may reasonably request. (iv) As of any increase Increase Date, (A) the Revolving Credit Commitment of Commitments hereunder each Increasing Lender for the requested Commitment Increase shall be increased by the amount set forth in such Lender's confirmation delivered pursuant to clause (B) above, (B) each Additional Lender shall be deemed to become a Lender party to this Agreement and (C) the Administrative Agent shall notify the Lenders (including any allocation as between each Additional Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lenders Lender and Assuming Lenders) shall be determined by the Borrower in its sole discretioneach Additional Lender on such date.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agentterms and conditions set forth herein, propose that the Aggregate Facility Amount be increased Borrower shall have the right, without the consent of the Lenders, from time to time to cause an increase in the Commitments of the Lenders (each such proposed increase being a “Commitment Increase”)) by adding to this Agreement one or more additional lenders that are not already Lenders hereunder and that are reasonably satisfactory to the Administrative Agent and each Issuing Bank (each, through an increase of the Commitment of a “CI Lender”) or by allowing one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Dateincrease their respective Commitments; provided the following limitations shall apply: that (Ai) the Borrower may not propose more than two both before and immediately after giving effect to such Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be Increase, no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on as of the relevant Commitment Increase Date Effective Date, (ii) no such Commitment Increase shall be less than $10,000,000, (iii) the aggregate amount of all such Commitment Increases shall not exceed $100,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) if, on the effective date of such increase, any Loans have been funded, then the Borrower shall result from be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of such outstanding Loans. (b) The Borrower shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) in the form of Exhibit B attached hereto of its intention to increase the Commitments pursuant to this Section 2.02. Each such Notice of Commitment Increase shall specify (i) the proposed effective date of such Commitment Increase (each such date, a “Commitment Increase Effective Date”), which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, and (Eii) the representations amount of the requested Commitment Increase (provided that after giving effect to such requested Commitment Increase, the aggregate amount of all Commitment Increases does not exceed the amount set forth in subsection (a)(iii) above), (iii) the identity of each CI Lender or Lender that has agreed in writing to increase its Commitment hereunder, and warranties in Article V shall be true in all material respects on (iv) the amount of the respective Commitments of the then existing Lenders and as of the CI Lenders from and after the Commitment Increase Date as if made on and Effective Date. (c) On each Commitment Increase Effective Date, to the extent that there are Loans outstanding as of such date. The Administrative Agent shall notify the Lenders , (i) each CI Lender shall, by wire transfer of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increaseimmediately available funds, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in such CI Lender’s New Funds Amount, which amount, for each such CI Lender, shall constitute Loans made by such CI Lender shall set forth to the maximum Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (ii) each existing Lender that has agreed to increase in its Commitment shall, by wire transfer of immediately available funds, deliver to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent such Lender’s New Funds Amount, which amount, for each such Lender, shall promptly provide constitute Loans made by such Lender to the Borrower pursuant to this Agreement on such Commitment Increase Effective Date, (iii) the Administrative Agent shall, by wire transfer of immediately available funds, pay to each then Reducing Percentage Lender its Reduction Amount, which amount, for each such Reducing Percentage Lender, shall constitute a copy prepayment by the Borrower pursuant to Section 2.10, ratably in accordance with the respective principal amounts thereof, of the principal amounts of all then outstanding Loans of such Increasing Reducing Percentage Lender, and (iv) the Borrower shall be responsible to pay to each Lender any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the reallocation of any outstanding Loans. (d) For purposes of this Section 2.02 and Exhibit B, the following defined terms shall have the following meanings: (i) “New Funds Amount” means, on any Commitment Increase Effective Date, the amount equal to the product of a Lender’s notice. The Administrative Agent shall cooperate with increased Commitment or a CI Lender’s Commitment (as applicable) represented as a percentage of the Borrower in discussions with the Lenders and Eligible Assignees with a view aggregate Commitments after giving effect to arranging any proposed Commitment Increase through on such Commitment Increase Effective Date, times the aggregate principal amount of the outstanding Loans immediately prior to giving effect to such Commitment Increase, if any, as of such Commitment Increase Effective Date (without regard to any increase in the aggregate principal amount of Loans as a result of Borrowings made after giving effect to such Commitment Increase on such Commitment Increase Effective Date); (ii) “Reducing Percentage Lender” means each then existing Lender immediately prior to giving effect to any Commitment Increase that does not increase its respective Commitment as a result of such Commitment Increase and whose relative percentage of the Commitments shall be reduced after giving effect to such Commitment Increase; and (iii) “Reduction Amount” means the amount by which a Reducing Percentage Lender’s outstanding Loans decrease as of one or more any Commitment Increase Effective Date as a result of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase occurring on such Commitment Increase Effective Date (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject without regard to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations effect of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by Borrowings made on such Commitment Increase Effective Date after giving effect to the Borrower in its sole discretionCommitment Increase occurring on such Commitment Increase Effective Date).

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (i) On any date prior to the Administrative Agentlatest Termination Date, propose that the Aggregate Facility Amount be increased Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $1,500,000,000 (each the “Maximum Accordion Amount”) for all such proposed increase being increases (any such increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as the Borrower may determine, all effective as of to become a date party to this Agreement; provided that (the “Commitment Increase Date”i) that each Additional Lender shall be specified in such notice acceptable to the Administrative Agent, and that each Increasing Lender and each Additional Lender shall be prior acceptable to the Commitment Termination Date; provided Fronting Banks and the following limitations shall apply: Swing Line Lenders, (Aii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as allocations of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Administrative Agent in consultation with FE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of FE and each other Borrower, if any, electing to increase its sole discretionBorrower Sublimit in connection with such Commitment Increase certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of FE and such other Borrower electing to increase its Borrower Sublimit in connection with such Commitment Increase, approving, in the case of FE, such Commitment Increase and, in the case of such other Borrower, such increase in its Borrower Sublimit and (2) all governmental and regulatory authorizations and approvals required to be obtained by FE and such other Borrower for such Commitment Increase or increase in the applicable Borrower Sublimit, as the case may be. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Pro-Rata Advances (if any) in full, and shall simultaneously make new Pro-Rata Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Pro-Rata Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Pro-Rata Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. The At any time (x) prior to the Termination Date (but not more than once in any calendar year) in the case of the Revolving Credit Commitments or (y) on or prior to May 1, 2006 in the case of the Term Commitments, in each case, if no Default shall have occurred and be continuing at such time, the Borrower may, by giving at least 15 Business Days’ notice to if it so elects, increase the Administrative Agentaggregate amount of the Revolving Credit Commitments or Term Commitments (each, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase either by designating a Person not theretofore a Lender and acceptable to the Agent and, in the case of a Commitment Increase of the Commitment of one or more existing Lenders Revolving Credit Facility, each Issuing Bank (such acceptance not to be unreasonably withheld), (each such Person, an “Assuming Lender”) to become a Lender or by agreeing with an existing Lender that such Lender’s Revolving Credit Commitment or Term Commitment, as the case may be, shall be increased (each such Lender, an “Increasing Lender”). Upon execution and delivery by the Borrower and each Increasing Lender or Assuming Lender (the “Increase Date”) and/or of an instrument of assumption in form and amount reasonably satisfactory to the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders Agent and each Issuing Bank (each an “Assuming LenderAssumption Agreement”), such Increasing Lender shall have a Revolving Credit Commitment or Term Commitment as therein set forth or such Assuming Lender shall become a Lender with a Revolving Credit Commitment or Term Commitment as therein set forth and all the rights and obligations of a Lender with a Commitment hereunder; provided that (i) the Borrower may determineshall provide prompt notice of such increase to the Agent, all which shall promptly notify the other Lenders, (ii) the aggregate amount of each such increase which is effective as of a date (the “Commitment Increase Date”) that on any day shall be specified in at least $10,000,000 or an integral multiple thereof, (iii) the aggregate amount of the Revolving Credit Commitments shall at no time exceed $300,000,000, (iv) the aggregate amount of the Term Commitments shall at no time exceed $300,000,000 and (v) the Agent shall have received on or before such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: date (A) either (1) certified copies of resolutions of the Board of Directors of the Borrower may evidencing the ability of the Borrower to effect the Commitment Increase or (2) a certificate from secretary of the Borrower stating that the resolutions of the Board of Directors of the Borrower that were delivered to the Agent pursuant to Section 3.01(g)(ii), which resolutions authorize the Borrower to effect the Commitment Increase, have not propose more than two Commitment Increases during any calendar quarter, been amended, modified, rescinded or revoked since the date they were adopted and continue to be in full force and effect and (B) an opinion of counsel for the proposed Commitment Increase Borrower (which may be in-house counsel), in respect substantially the form of Exhibit F hereto with such modifications as are reasonably acceptable to the Required Lenders. Upon any increase in the aggregate amount of the Commitment Revolving Credit Commitments or Term Commitments pursuant to this Section 2.18, within five Business Days in the case of any Increasing Lender or any Assuming Lender shall for the Base Rate Advances outstanding, and at the end of the then current Interest Period with respect thereto in the case of the Advances comprising each Commitment Increase Date be no less than $100,000,000, Eurodollar Rate Borrowing then outstanding (C) the Aggregate Facility Amount may not but in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on within 45 days), the relevant Commitment Increase Date or shall result from respective Advances under the proposed Commitment Increase, and (E) the representations and warranties in Article V applicable Facility shall be true in all material respects reallocated among the Appropriate Lenders so that, after giving effect to such reallocation, the Advances comprising each Borrowing under such Facility and continuing into the subsequent Interest Period are funded by the Appropriate Lenders ratably according to their respective Commitments under such Facility on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect theretoday. Each Lender will consider agrees that the conditions precedent set forth in good faith Section 3.02 shall not apply to any such proposed Commitment Increase, provided that it shall additional amounts required to be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which funded by such Lender shall set forth the maximum increase in its Commitment pursuant to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionthis Section 2.18.

Commitment Increase. The Borrower may(a) Each Person listed on Schedule 1 hereto (collectively, by giving at least 15 Business Days’ notice to the Administrative Agent, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing LenderLenders”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”)agrees that, as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Amendment Effective Date, the Commitment Increase Date as of such Increasing Lender shall increase by (or, if made such Person is not an Existing Lender, such Increasing Lender shall extend a Commitment equal to) the amount set forth opposite its name on Schedule 1. For the avoidance of doubt, on the Amendment Effective Date, the Pro Rata Shares of all the Lenders shall automatically be adjusted to give effect to the provisions of this Section 1(a). The parties hereto acknowledge and agree that, for the purposes of the limit on the amount of increases in the Aggregate Commitment permitted under Section 2.15 of the Credit Agreement, after the Amendment Effective Date, unless otherwise agreed in accordance with the Credit Agreement, the Borrower may no longer request an increase in the Aggregate Commitment thereunder. (b) To the extent its approval is required under Section 2.15 of the Revolving Credit Agreement, each of the Administrative Agent, the L/C Issuers and the Swing Line Lenders hereby approves the identity of the Increasing Lenders. [[5255041]] (c) Each Lender (including each Increasing Lender) and each L/C Issuer party hereto acknowledges and agrees that, on and as of such date. The Administrative Agent the Amendment Effective Date and without any further action on the part of the applicable L/C Issuer or the Lenders, all participations in Letters of Credit issued and outstanding on the Amendment Effective Date (the “Existing Letters of Credit”) shall notify be reallocated among the Lenders on the basis of a proposed Commitment Increase promptly upon its receipt their Pro Rata Shares of notice from the Borrower with respect thereto. Each Lender will consider Outstanding Amount of the L/C Obligations, calculated after giving effect to the transactions contemplated by Section 1(a) hereof, and that, in good faith any such proposed Commitment Increasefurtherance of the foregoing, provided that it on the Amendment Effective Date each L/C Issuer shall be in deemed to have granted to each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming each Lender shall be subject deemed to have acquired from each L/C Issuer, a participation in each Existing Letter of Credit issued by such L/C Issuer equal to such Lender’s Pro Rata Share of the Outstanding Amount of the L/C Obligations in respect thereof, calculated after giving effect to the consent transactions contemplated by this Section 1(a). Such participation shall be governed by the terms of Section 2.03 of the Administrative Agent and the Issuing LenderRevolving Credit Agreement, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionamended hereby.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ written notice to the Administrative AgentAgent Bank and the Lenders, propose that increase the Aggregate Facility Amount be increased Commitment by up to an additional Thirty Million Dollars (each $30,000,000.00) (the actual amount of such proposed -27- increase to the Aggregate Commitment being a “herein referred to as the "Commitment Increase”"), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: that (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Di) no Default or Event of Default has occurred and remain continuing, (ii) the Second Anniversary Date has not then occurred, (iii) the obligation to fund the Commitment Increase is assumed by a Lender or Lenders then party to this Credit Agreement or (after having first offered the Commitment Increase to the Lenders then party to the Credit Agreement) by a Person or Persons that are Eligible Assignees, in each case acceptable to Borrower and, in the latter case, reasonably acceptable to the Agent Bank, and in each instance evidenced in writing by execution of an Assumption and Consent Agreement in the form of Exhibit L attached hereto, executed by each such assuming Lender or Eligible Assignee, Agent Bank and Borrower, provided that no Lender shall have any obligation to increase its Syndication Interest in effect as of the Closing Date, (iv) each such assuming Lender or Eligible Assignee concurrently purchases a Pro Rata Share of the Funded Outstandings from the Lenders party to the Credit Agreement (and each Lender hereby agrees to sell the appropriate proportion of its Pro Rata Share at par value to such assuming Lender or Eligible Assignee) that is equivalent to the increased new Pro Rata Share of each such assuming Lender or Eligible Assignee after giving effect to the Commitment Increase and such Lender's Syndication Interest in the Aggregate Commitment, (v) Borrower pays Agent Bank any amount owing under Section 2.07(c) and any fees owing to the Agent Bank or to the assuming Lenders or Eligible Assignees committing to fund the Commitment Increase based upon negotiations made in connection with the funding of the Commitment Increase, (vi) the Commitment Increase shall not increase the Pro Rata Share of the Aggregate Commitment and the Pro Rata Share of the amount of the Funded Outstandings held by any other Lender absent the express written consent of that Lender, (vii) the Commitment Increase shall be made on a one- time basis only, and (viii) the Commitment Increase shall not be available for advance by Lenders until each condition precedent set forth in Sections 3.24 through 3.31 of Article III C shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of been fully satisfied. Giving effect to the Commitment Increase Date as if made on and as purchase of such date. The Administrative Agent shall notify Pro Rata Shares of the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment IncreaseFunded Outstandings, provided that it adjustments shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver made to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more Pro Rata Shares of the Lenders and/or in the addition of one or more Eligible Assignees as Assuming Lenders Aggregate Commitment and the Administrative Agent shall use its reasonable efforts to secure any Pro Rata Shares of Funded Outstandings such proposed that the Pro Rata Shares of each Lender in the Aggregate Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject identical to the consent its Pro Rata Share of the Administrative Funded Outstandings. The Agent Bank shall promptly thereafter prepare and circulate to Borrower and the Issuing LenderBanks a revised Schedule of Lenders' Proportions in Credit Facility reflecting such increased Aggregate Commitment and the revised Pro Rata Shares of the Lenders in the Credit Facility, which consent and such revised Schedule of Lenders' Proportions in Credit Facility shall not be unreasonably withheld or delayed); provided, that any allocations supersede and replace the then existing Schedule of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower ' Proportions in its sole discretionCredit Facility.

Commitment Increase. (a) Subject to the conditions set forth in Section 2.10(b), the Borrowers may increase the total Commitments then in effect without the prior written consent of the Lenders by increasing the Commitment of a Lender or by causing a Person that at such time is not a Lender to become a Lender (an “Additional Lender”). (b) The Borrower mayincrease in the total Commitments shall be subject to the following additional conditions: (i) such increase shall not exceed $200,000,000 and the total Commitments after such increase shall not exceed the least of (A) $500,000,000, (B) twenty percent (20%) of the Parent Guarantor’s Consolidated Net Tangible Assets as of the last day of the fiscal quarter immediately preceding such increase for which the most recent internal financial statements are available, plus $25,000,000, and (C) the amount permitted by giving at least 15 Business Days’ notice the Indentures; (ii) if the Borrowers elect to increase the total Commitments by increasing the Commitment of a Lender, the Borrowers and such Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-1 (a “Commitment Increase Certificate”); (iii) if the Borrowers elect to increase the total Commitments by causing an Additional Lender to become a party to this Agreement, then the Borrowers and such Additional Lender shall execute and deliver to the Administrative Agent a certificate substantially in the form of Exhibit H-2 (an “Additional Lender Certificate”), together with an Administrative Questionnaire and a processing and recordation fee of $3,500, and the Borrowers shall, if requested by the Additional Lender, deliver a Note payable to such Additional Lender in a principal amount equal to its Commitment, and otherwise duly completed; provided that such Additional Lender must be reasonably acceptable to the Administrative Agent, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase of Swing Line Lender and the Commitment of one or more existing Lenders (each an “Increasing Issuing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply:; (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (Div) no Default or Event of Default shall have occurred and be continuing at the effective date of such increase; (v) on the relevant effective date of such increase, no Eurodollar Borrowings shall be outstanding or if any Eurodollar Borrowings are outstanding, then the effective date of such increase shall be the last day of the Interest Period in respect of such Eurodollar Borrowings unless the Borrowers pay compensation required by Section 5.02; (vi) no Lender’s Commitment Increase Date or may be increased without the consent of such Lender; (vii) no increase shall result from be less than $25,000,000 and shall be in a whole multiple of $5,000,000 in excess thereof; (viii) the proposed Borrowers shall remain in compliance with Section 8.16 as of such date after giving effect to the Commitment Increase, ; and (Eix) an Appraisal satisfactory to Administrative Agent shall have been obtained not more than 120 days prior to the representations effectiveness of such Commitment Increase with respect to those vessels being added as Vessel Collateral and warranties in Article V the Administrative Agent shall be true satisfied that new or amended security instruments create first priority, perfected Liens on such additional Vessel Collateral subject only to Excepted Liens identified in all material respects on clause (a) through (c) of Section 9.03. (c) Subject to acceptance and as of recording thereof pursuant to Section 2.10(d), from and after the effective date specified in the Commitment Increase Date as Certificate or the Additional Lender Certificate (or if made on and as any Eurodollar Borrowings are outstanding, then the last day of the Interest Period in respect of such dateEurodollar Borrowings, unless the Borrowers have paid compensation required by Section 5.02): (A) the amount of the total Commitments shall be increased as set forth therein, and (B) in the case of an Additional Lender Certificate, any Additional Lender party thereto shall become a party to this Agreement and have the rights and obligations of a Lender under this Agreement and the other Loan Documents. In addition, such Lender or such Additional Lender, as applicable, shall purchase a pro rata portion of the outstanding Loans (and participation interests in Letters of Credit) of each of the other Lenders (and such Lenders hereby agree to sell and to take all such further action to effectuate such sale) such that each Lender (including any Additional Lender, if applicable) shall hold its Applicable Percentage of the outstanding Loans (and participation interests) after giving effect to the increase in the total Commitments. (d) Upon its receipt of a duly completed Commitment Increase Certificate or an Additional Lender Certificate, executed by the Borrowers and the Lender or the Borrowers and the Additional Lender party thereto, as applicable, the processing and recording fee referred to in Section 2.10 (b), the Administrative Questionnaire referred to in Section 2.10(b), if applicable, the written consent which will not be unreasonably withheld of the Administrative Agent, the Swing Line Lender and the Issuing Lender to such increase required by Section 2.10(b) and the Additional Lender, if applicable, and such other certificates, opinions and documents as the Administrative Agent may reasonably request, the Administrative Agent shall accept such Commitment Increase Certificate or Additional Lender Certificate and record the information contained therein in the Register required to be maintained by the Administrative Agent pursuant to Section 12.04(b)(iv). No increase in the total Commitments shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 2.10(d). The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with updated Annex I, or a view to arranging any proposed Commitment Increase through the increase copy of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject updated Register, to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionParent Guarantor.

Commitment Increase. The Borrower may, by giving at least Upon 15 Business Days’ notice to the Administrative Agent, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of days' advance written notice from the Borrower with respect thereto. Each Lender will consider to the Banks, and in good faith increments of $2.5 million, up to $12.5 million of the amount available under the Aggregate Revolving Credit Commitment may be converted to amounts available under the Employee Loan Commitment, and up to $12.5 million of the amount available under the Employee Loan Commitment may similarly be converted to amounts available under the Aggregate Revolving Credit Commitment; provided, however, that such conversions may be implemented on no more than two occasions during any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt fiscal year of the Borrower’s notice proposing a Commitment Increase; and provided, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); providedfurther, that any allocations Loans outstanding which would cause the applicable Commitment as a result of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) such conversions to be exceeded shall be determined by repaid in the Borrower amount of such excess before giving effect to any such conversions. Each increase hereunder in its sole discretionthe Employee Loan Commitment or the Aggregate Revolving Credit Commitment shall reduce, dollar for dollar, the amount available under the Aggregate Revolving Credit Commitment or the Employee Loan Commitment, respectively. The Revolving Credit Commitment and the Employee Loan Participation of each Bank shall be ratably increased or decreased, as appropriate, with each increase or decrease in the Aggregate Revolving Credit Commitment and the Employee Loan Commitment. At no time shall (i) the Aggregate Revolving Credit Commitment exceed $107.5 million, (ii) the Employee Loan Commitment exceed $37.5 million, or (iii) the aggregate of the Total Commitments exceed $120 million. The Aggregate Revolving Credit Commitment in effect on the Maturity Date for Employees Loans, as such amount has been increased or decreased pursuant to this subsection (d), shall continue in effect as the Aggregate Revolving Credit Commitment thereafter, except as such amount may be reduced pursuant to subsection (e) below.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (i) On any date prior to the Administrative Agentlatest Termination Date, propose that the Aggregate Facility Amount be increased Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 for any such increase but not more than $500,000,000 (each the “Maximum Accordion Amount”) for all such proposed increase being increases (any such increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as the Borrower may determine, all effective as of to become a date party to this Agreement; provided that (the “Commitment Increase Date”i) that each Additional Lender shall be specified in such notice acceptable to the Administrative Agent, and that each Increasing Lender and each Additional Lender shall be prior acceptable to the Commitment Termination Date; provided the following limitations shall apply: Fronting Banks, (Aii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as allocations of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify among the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Administrative Agent in consultation with FE, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the 40 752938400 increases in the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Increase shall not exceed the amount of the Commitment Increase. The Borrowers shall provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the funding by each Lender of the Advance(s) to be made by each such Lender described in paragraph (iii) below, (C) receipt by the Administrative Agent of a certificate (the statements contained in which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (1) no Event of Default has occurred and is continuing and (2) all representations and warranties made by such Borrower in its sole discretionthis Agreement are true and correct in all material respects (or in the case of any representation or warranty already qualified by materiality, true and correct in all respects) and (D) receipt by the Administrative Agent of a certificate of the Secretary or an Assistant Secretary of each Borrower, in each case certifying, with respect to itself, that attached thereto are true and correct copies of (1) the resolutions of the Board of Directors (or appropriate committee thereof) of such Borrower approving such Commitment Increase and and (2) all governmental and regulatory authorizations and approvals required to be obtained by such Borrower for such Commitment Increase. (iii) Upon the effective date of any Commitment Increase, the Borrowers shall prepay the outstanding Advances (if any) in full, and shall simultaneously make new Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the Advances are held ratably by the Lenders in accordance with their respective Commitments (after giving effect to such Commitment Increase). Prepayments made under this paragraph (iii) shall not be subject to the notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the principal amount outstanding of each Advance made by such Lender during the relevant period of time.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (a) Subject to the Administrative Agent, propose that the Aggregate Facility Amount be increased (each such proposed increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice terms and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event of Default shall have occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increaseconditions set forth herein, each Incremental Lender that is willing hereby agrees on a several and not joint basis to increase its Commitment hereunder shall deliver to make the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide Incremental Commitments available to the Borrower a copy of in the aggregate principal amount set forth on Schedule I hereto opposite such Increasing Incremental Lender’s notice. The Administrative Agent name. (b) Pursuant to Section 2.23 of the Credit Agreement, the Requested Increase documented hereby shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with constitute a view to arranging any proposed Commitment Increase through under the increase of Credit Agreement. (c) The Incremental Commitments (i) shall be made pursuant to (and constitute part of) the existing Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender ii) shall be subject to the consent terms and conditions applicable to the existing Commitments as set forth in the Credit Agreement. (d) Each party hereto acknowledges and agrees that on the First Amendment Effective Date (as defined below), (i) the Incremental Commitments shall be added to (and constitute part of) the existing Commitments and (ii) the Incremental Commitments shall constitute “Commitments” for all purposes under, and subject to the provisions of, the Loan Documents. (e) Each Additional Lender hereby acknowledges and agrees that following the First Amendment Effective Date it will be a “Lender” under the Credit Agreement and be bound by the terms, conditions and obligations of the Administrative Agent Credit Agreement. (f) The parties hereto hereby acknowledge and agree that if on the Issuing LenderFirst Amendment Effective Date there are any Loans outstanding under the Credit Agreement, which consent (i) the Borrower shall not borrow from all or certain of the Lenders and/or prepay Loans of all or certain of the Lenders such that, after giving effect thereto, the Loans (including, without limitation, the Types and Interest Periods thereof) and such participations shall be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder held by the Lenders (including any allocation as between Increasing Lenders and Assuming for such purposes the Incremental Lenders) ratably in accordance with their respective Commitments and (ii) on and after the First Amendment Effective Date, the ratable share of each Lender’s participation in Letters of Credit and Loans from draws under Letters of Credit shall be determined by calculated after giving effect to the Borrower in its sole discretionCommitment Increase documented hereby.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice to 2.9.1 In the Administrative Agent, propose event that the Aggregate Facility Amount be increased (each such proposed Parent Borrower wishes to increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event Class at any time exceed $2,000,000,000, (Dand from time to time) when no Default or Event of Default shall have has occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increaseis continuing, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent it shall notify the Lenders Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a proposed “Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith Notice”); provided that (i) any such proposed Commitment Increase, provided that it request shall be in each Lender’s sole discretion whether a minimum amount of $20,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent, (ii) immediately after giving effect to agree any increase, the aggregate amount of increases under all Classes pursuant to this Section 2.9.1 shall not exceed an amount equal to $150,000,000 minus the aggregate amount by which the Aggregate Commitment shall theretofore have been increased pursuant to Section 2.10, (iii) the Parent Borrower shall not make more than four requests to increase Commitments pursuant to this Section 2.9 and (iv) no existing Lender shall be obligated to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt as a result of any request for a increase by the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase Parent Borrower unless it agrees in its Commitment sole discretion to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s noticedo so. The Administrative Agent shall cooperate with the Parent Borrower in discussions with the Lenders and Eligible Assignees with a view may, at its election, (x) offer to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to y) with the consent of the Administrative Agent and the Issuing Lender, (which consent shall not be unreasonably withheld withheld), offer to one or delayedmore additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to Section 2.9.2 below. 2.9.2 Any additional bank, financial institution or other entity to which the Parent Borrower offers participation in the Offered Increase Amount and which elects to become a party to this Agreement and provide a Commitment in the amount so offered pursuant to Section 2.9.1(y) shall execute a New Lender Supplement with the Parent Borrower and the Administrative Agent, whereupon such bank, financial institution or other entity (each a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1(a) shall be deemed to be amended to add the name and Commitment of such New Lender, provided that the Commitment of any such new Lender shall be in an amount not less than $15,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent. 2.9.3 Any Lender which accepts an offer to it by the Parent Borrower to increase its Commitment pursuant to Section 2.9.1 shall, in each case, execute a Commitment Increase Supplement with the Parent Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.1(a) shall be deemed to be amended to so increase the Commitment of such Lender. 2.9.4 To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the Aggregate Revolving A Commitment, Revolving B Commitment or any new Class previously established pursuant to Section 2.10, on the effective date of any such increase, (i) all then outstanding Loans of the affected Class (the “Initial Loans”) shall be deemed to be repaid, (ii) immediately after the effectiveness of any such increase, the relevant Borrowers shall be deemed to have made new borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.3, (iii) each applicable Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender’s pro rata share (calculated after giving effect to the increase) of the Subsequent Borrowings and (z) such Lender’s pro rata share (calculated without giving effect to the increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each applicable Lender the portion of such funds equal to the difference, if positive, between (y) such Lender’s pro rata share (calculated without giving effect to the increase) of the Initial Loans and (z) such Lender’s pro rata share (calculated after giving effect to the increase) of the amount of the Subsequent Borrowings, (v) the applicable Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolving A Commitment or Revolving B Commitment, as the case may be (calculated after giving effect to the increase); provided, that any allocations and (vi) the relevant Borrowers shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto. The conversion of the Initial Loans pursuant to this Section 2.9.4 above shall be subject to indemnification by the relevant Borrowers pursuant to the provisions of Section 4.8 if the effective date of any increase occurs other than on the last day of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionInterest Period relating thereto.

Commitment Increase. The Borrower may(a) Subject to the terms and conditions set forth herein, the Company shall have the right from time to time to cause an increase in the Commitments of the Lenders (a “Commitment Increase”) by giving at least 15 Business Days’ notice adding to this Agreement one or more additional financial institutions that are not already Lenders hereunder and that are satisfactory to the Administrative Agent, propose that each Issuing Bank and the Aggregate Facility Amount be increased Swingline Lender (each such proposed increase being each, a “Commitment IncreaseNew Lender”), through an increase of the Commitment of ) or by allowing one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Dateincrease their respective Commitments; provided the following limitations shall apply: that (Ai) the Borrower may not propose more than two both before and immediately after giving effect to such Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) Increase, no Default or Event of Default shall have occurred and be continuing as of the effective date of such Commitment Increase (such date, the “Commitment Increase Date”), (ii) no such Commitment Increase shall be in an amount less than $10,000,000 (unless the total Commitments then in effect is greater than $1,990,000,000), (iii) after giving effect to such Commitment Increase, the total Commitments shall not exceed $2,000,000,000, (iv) no Lender’s Commitment shall be increased without such Lender’s prior written consent (which consent may be given or withheld in such Lender’s sole and absolute discretion) and (v) the identity of each New Lender and any increase in the Commitment of an existing Lender pursuant to any Commitment Increase is subject to the prior written consent of the Administrative Agent, each Issuing Bank and the Swingline Lender (such consent not to be unreasonably withheld or delayed). (b) The Company shall provide the Administrative Agent with written notice (a “Notice of Commitment Increase”) of its intention to increase the Commitments pursuant to this Section 2.19. Each such Notice of Commitment Increase shall specify (i) the proposed Commitment Increase Date, which date shall be no earlier than five (5) Business Days after receipt by the Administrative Agent of such Notice of Commitment Increase, (ii) the amount of the requested Commitment Increase, (iii) as applicable, the identity of each New Lender and/or Lender that has agreed in writing to increase its Commitment hereunder, and (iv) the amount of the respective Commitments of the then existing Lenders and the New Lenders from and after the Commitment Increase Date. (c) On any Commitment Increase Date, the Lenders shall purchase and assume (without recourse or warranty) from the Lenders (i) Revolving Loans, to the extent that there are any Revolving Loans then outstanding, and (ii) undivided participation interests in any outstanding LC Exposure and Swingline Exposure, in each case, to the extent necessary to ensure that after giving effect to the Commitment Increase, each Lender has outstanding Revolving Loans and participation interests in outstanding LC Exposure and Swingline Exposure equal to its Applicable Percentage of the Commitments. Each Lender shall make any payment required to be made by it pursuant to the preceding sentence via wire transfer to the Administrative Agent on the relevant Commitment Increase Date. Each existing Lender shall be automatically deemed to have assigned any outstanding Revolving Loans on the Commitment Increase Date and the existing Lenders, each New Lender and the Borrowers each agree to take any further steps reasonably requested by the Administrative Agent, in each case to the extent deemed necessary by the Administrative Agent to effectuate the provisions of the preceding sentences, including, without limitation, the execution and delivery of one or more joinder or similar agreements. If, on such Commitment Increase Date, any Revolving Loans that are Eurodollar Loans have been funded, then the Borrower shall result from be obligated to pay any breakage fees or costs that are payable pursuant to Section 2.15 in connection with the proposed reallocation of such outstanding Revolving Loans to effectuate the provisions of this paragraph. (d) Each Commitment Increase shall become effective on its Commitment Increase Date and upon such effectiveness: (i) the Administrative Agent shall record in the register each then New Lender’s information as provided in the applicable Notice of Commitment Increase and pursuant to an Administrative Questionnaire that shall be executed and delivered by each New Lender to the Administrative Agent on or before such Commitment Increase Date, (ii) Schedule 2.01 shall be amended and restated to set forth all Lenders (including any New Lenders) that will be Lenders hereunder after giving effect to such Commitment Increase (which amended and restated Schedule 2.01 shall be set forth in Annex I to the applicable Notice of Commitment Increase) and the Administrative Agent shall distribute to each Lender (including each New Lender) a copy of such amended and restated Schedule 2.01, and (iii) each New Lender identified on the Notice of Commitment Increase for such Commitment Increase shall be a “Lender” for all purposes under this Agreement. (e) As a condition precedent to any Commitment Increase, and the Company shall deliver to the Administrative Agent (Ei) a certificate of a Responsible Officer of the Borrowers dated as of the Commitment Increase Date certifying and attaching the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase and certifying that, before and after giving effect to such Commitment Increase, (A) the representations and warranties contained in Article V shall be this Agreement made by the Borrowers are true in all material respects and correct on and as of the Commitment Increase Date as if made on Date, except to the extent that such representations and warranties specifically refer to an earlier date and (B) no Default or Event of Default exists or will exist as of such date. The Administrative Agent shall notify the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith Date, and (ii) any such proposed Commitment Increaselegal opinions, provided that it shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to certificates and/or other documents reasonably requested by the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate connection with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionIncrease.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice to 2.9.1. In the Administrative Agent, propose event that the Aggregate Facility Amount be increased (each such proposed Parent Borrower wishes to increase being a “Commitment Increase”), through an increase of the Commitment of one or more existing Lenders (each an “Increasing Lender”) and/or the addition of one or more Persons (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Lender”), as the Borrower may determine, all effective as of a date (the “Commitment Increase Date”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date; provided the following limitations shall apply: (A) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect of the Commitment of any Increasing Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, (C) the Aggregate Facility Amount may not in any event Class at any time exceed $2,000,000,000, (D) when no Default or Event of Default shall have has occurred and be continuing on the relevant Commitment Increase Date or shall result from the proposed Commitment Increaseis continuing, and (E) the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent it shall notify the Lenders Administrative Agent in writing of the amount (the "Offered Increase Amount") of such proposed increase (such notice, a proposed "Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith Notice"); provided that (i) any such proposed Commitment Increase, provided that it request shall be in each Lender’s sole discretion whether a minimum amount of $25,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent, (ii) immediately after giving effect to agree any increase, the aggregate amount of increases under all Classes pursuant to this Section 2.9 shall not exceed an amount equal to $150,000,000 minus the aggregate amount by which the Aggregate Commitment shall theretofore have been increased pursuant to Section 2.10, (iii) the Parent Borrower shall not make more than four requests to increase Commitments pursuant to this Section and (iv) no existing Lender shall be obligated to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt as a result of any request for a increase by the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase Parent Borrower unless it agrees in its Commitment sole discretion to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s noticedo so. The Administrative Agent shall cooperate with the Parent Borrower in discussions with the Lenders and Eligible Assignees with a view may, at its election, (x) offer to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to Section 2.9.3 and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to y) with the consent of the Administrative Agent and the Issuing Lender, (which consent shall not be unreasonably withheld withheld), offer to one or delayedmore additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to Section 2.9.2 below. 2.9.2. Any additional bank, financial institution or other entity to which the Parent Borrower offers participation in the Offered Increase Amount and which elects to become a party to this Agreement and provide a Commitment in the amount so offered pursuant to Section 2.9.1(y) shall execute a New Lender Supplement with the Parent Borrower and the Administrative Agent, whereupon such bank, financial institution or other entity (each a "New Lender") shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 1.1(a) shall be deemed to be amended to add the name and Commitment of such New Lender, provided that the Commitment of any such new Lender shall be in an amount not less than $15,000,000 or such lesser amount as agreed upon by the Parent Borrower and the Administrative Agent. 2.9.3. Any Lender which accepts an offer to it by the Parent Borrower to increase its Commitment pursuant to Section 2.9.1 shall, in each case, execute a Commitment Increase Supplement with the Parent Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and Schedule 1.1 (a) shall be deemed to be amended to so increase the Commitment of such Lender. 2.9.4. To the extent necessary to keep the outstanding Loans ratable in the event of any non-ratable increase in the Aggregate Revolving A Commitment or Revolving B Commitment, on the effective date of any such increase, (i) all then outstanding Loans (the "Initial Loans") shall be deemed to be repaid, (ii) immediately after the effectiveness of any such increase, the relevant Borrowers shall be deemed to have made new borrowings (the "Subsequent Borrowings") in an aggregate principal amount equal to the aggregate principal amount of the Initial Loans and of the Types and for the Interest Periods specified in a Notice of Conversion/Continuation delivered to the Administrative Agent in accordance with Section 2.3, (iii) each applicable Lender shall pay to the Administrative Agent in immediately available funds an amount equal to the difference, if positive, between (y) such Lender's pro rata share (calculated after giving effect to the increase) of the Subsequent Borrowings and (z) such Lender's pro rata share (calculated without giving effect to the increase) of the Initial Loans, (iv) after the Administrative Agent receives the funds specified in clause (iii) above, the Administrative Agent shall pay to each applicable Lender the portion of such funds equal to the difference, if positive, between (y) such Lender's pro rata share (calculated without giving effect to the increase) of the Initial Loans and (z) such Lender's pro rata share (calculated after giving effect to the increase) of the amount of the Subsequent Borrowings, (v) the applicable Lenders shall be deemed to hold the Subsequent Borrowings ratably in accordance with their respective Revolving A Commitment or Revolving B Commitment, as the case may be (calculated after giving effect to the increase); provided, that any allocations and (vi) the relevant Borrowers shall pay all accrued but unpaid interest on the Initial Loans to the Lenders entitled thereto. The conversion of the Initial Loans pursuant to clause (i) above shall be subject to indemnification by the relevant Borrowers pursuant to the provisions of Section 4.8 if the effective date of any increase occurs other than on the last day of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionInterest Period relating thereto.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (i) On any date prior to the Administrative AgentTermination Date, propose that but no more than once in each calendar year, the Aggregate Facility Amount be increased Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 and up to an aggregate amount for all such increases not more than the sum of the aggregate amount of the Commitments on the date of such request plus $500,000,000 (each any such proposed increase being increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Borrower may determineAdministrative Agent, all effective as and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks and the Swing Line Lenders, (ii) the allocations of a date (the “Commitment Increase Date”) that among the Increasing Lenders shall be specified in based on the ratio of each Increasing Lender’s proposed Commitment amount after giving effect to such notice and that shall be prior Commitment Increase to the aggregate amount of all Increasing Lenders’ proposed Commitment Termination Date; provided the following limitations shall apply: amounts after giving effect to such Commitment Increase, and (Aiii) the Borrower may not propose more than two Commitment Increases during any calendar quarter, (B) the proposed Commitment Increase in respect amount of the Commitment of any Increasing Lender or any Assuming each Additional Lender shall for each Commitment Increase Date not be no less than $100,000,000, 5,000,000. The sum of the increases in the Commitments of the Increasing Lenders pursuant to this subsection (Cb) plus the Aggregate Facility Amount may not in any event at any time exceed $2,000,000,000, (D) no Default or Event Commitments of Default shall have occurred and be continuing on the relevant Additional Lenders upon giving effect to the Commitment Increase Date or shall result from not exceed the proposed Commitment Increase, and (E) the representations and warranties in Article V shall be true in all material respects on and as amount of the Commitment Increase Date as if made on and as of such dateIncrease. The Administrative Agent Borrowers shall notify the Lenders provide prompt notice of a any proposed Commitment Increase promptly upon its receipt of notice from the Borrower with respect thereto. Each Lender will consider in good faith any such proposed Commitment Increase, provided that it shall be in each Lender’s sole discretion whether pursuant to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver this Section 2.06(b) to the Administrative Agent a notice in Agent, which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with notice to the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent of the Administrative Agent and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations of any increase of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretionFronting Banks.

Commitment Increase. The Borrower may, by giving at least 15 Business Days’ notice (i) On any date on or prior to the Administrative AgentTermination Date, propose that but no more than once in each calendar year, the Aggregate Facility Amount be increased Borrowers may increase the aggregate amount of the Commitments by an amount not less than $50,000,000 and up to an aggregate amount for all such increases not more than the sum of the aggregate amount of the Commitments on the date of such request plus $500,000,000 (each any such proposed increase being increase, a “Commitment Increase”), through an increase of the Commitment of ) by designating one or more of the existing Lenders or one or more Affiliates thereof (each of which, in its sole discretion, may determine whether and to what degree to participate in such Commitment Increase) or one or more other Persons that at the time agree, in the case of any existing Lender, to increase its Commitment (an “Increasing Lender”) and/or and, in the addition case of one any other Person or more Persons an Affiliate of a Lender (who must be Eligible Assignees) as assuming Lenders (each an “Assuming Additional Lender”), as to become a party to this Agreement; provided that (i) each Additional Lender shall be acceptable to the Borrower may determineAdministrative Agent, all effective as and each Increasing Lender and each Additional Lender shall be acceptable to the Fronting Banks and the Swing Line Lenders, (ii) the allocations of a date (the “Commitment Increase Date”) that among the Increasing Lenders shall be specified based on the ratio of each Increasing Lender’s proposed Commitment amount after giving effect to such Commitment Increase to the aggregate amount of all Increasing Lenders’ proposed Commitment amounts after giving effect to such Commitment Increase, and (iii) the amount of the Commitment of each Additional Lender shall not be less than $5,000,000. The sum of the increases in such notice and that shall be prior the Commitments of the Increasing Lenders pursuant to this subsection (b) plus the Commitments of the Additional Lenders upon giving effect to the Commitment Termination Date; provided Increase shall not exceed the following limitations amount of the Commitment Increase. The Borrowers shall apply:provide prompt notice of any proposed Commitment Increase pursuant to this Section 2.06(b) to the Administrative Agent, which shall promptly provide a copy of such notice to the Lenders and the Fronting Banks. (ii) Any Commitment Increase shall become effective upon (A) the Borrower may not propose more than two receipt by the Administrative Agent of an agreement in form and substance satisfactory to the Administrative Agent signed by each Borrower, each Increasing Lender and each Additional Lender, setting forth the new Commitment Increases during any calendar quarter, of each such Lender and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof binding upon each Lender, (B) the proposed Commitment Increase in respect funding by each Lender of the Commitment of any Increasing Advance(s) to be made by each such Lender or any Assuming Lender shall for each Commitment Increase Date be no less than $100,000,000, described in paragraph (iii) below and (C) receipt by the Aggregate Facility Amount may not Administrative Agent of a certificate (the statements contained in any event at any time exceed $2,000,000,000, which shall be true) of an Authorized Officer of each Borrower stating that both before and after giving effect to such Commitment Increase (D1) no Default or Event of Default shall have has occurred and be is continuing on and (2) all representations and warranties made by such Borrower in this Agreement are true and correct in all material respects. (iii) Upon the relevant Commitment Increase Date or shall result from the proposed effective date of any Commitment Increase, and the Borrowers shall prepay the outstanding Pro-Rata Advances (Eif any) in full, and shall simultaneously make new Pro-Rata Advances hereunder in an amount equal to such prepayment, so that, after giving effect thereto, the representations and warranties in Article V shall be true in all material respects on and as of the Commitment Increase Date as if made on and as of such date. The Administrative Agent shall notify Pro-Rata Advances are held ratably by the Lenders of a proposed Commitment Increase promptly upon its receipt of notice from the Borrower in accordance with respect thereto. Each Lender will consider in good faith any their respective Commitments (after giving effect to such proposed Commitment Increase, provided that it ). Prepayments made under this paragraph (iii) shall be in each Lender’s sole discretion whether to agree to increase its Commitment hereunder in connection therewith. No later than 10 Business Days after its receipt of the Borrower’s notice proposing a Commitment Increase, each Lender that is willing to increase its Commitment hereunder shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Lender is willing to agree (any Lender not responding by such time to be deemed not to have agreed to such increase in its Commitment), and the Administrative Agent shall promptly provide to the Borrower a copy of such Increasing Lender’s notice. The Administrative Agent shall cooperate with the Borrower in discussions with the Lenders and Eligible Assignees with a view to arranging any proposed Commitment Increase through the increase of the Commitments of one or more of the Lenders and/or the addition of one or more Eligible Assignees as Assuming Lenders and the Administrative Agent shall use its reasonable efforts to secure any such proposed Commitment Increase (provided that any such addition of an Eligible Assignee as an Assuming Lender shall be subject to the consent notice requirements of Section 2.12. (iv) Notwithstanding any provision contained herein to the contrary, from and after the date of any Commitment Increase and the making of any Pro-Rata Advances on such date pursuant to paragraph (iii) above, all calculations and payments of the Administrative Agent commitment fee, Letter of Credit fees and interest on the Advances shall take into account the actual Commitment of each Lender and the Issuing Lender, which consent shall not be unreasonably withheld or delayed); provided, that any allocations principal amount outstanding of any increase each Advance made by such Lender during the relevant period of Commitments hereunder (including any allocation as between Increasing Lenders and Assuming Lenders) shall be determined by the Borrower in its sole discretiontime.